Boardroom Governance with Evan Epstein

• Roy Shapira: Europe’s Corporate Sustainability Directive and Its Impact on U.S. Board Oversight Duties

  (0:00) Intro(1:30) About the podcast sponsor: The American College of Governance Counsel(2:17) Start of interview(3:01) Roy's origin story. (6:35) About the EU Corporate Sustainability Due Diligence Directive ("CS3D"). His paper co-authored with Luca Enriques and Matteo Gatti: How the EU Sustainability Due Diligence Directive Could Reshape Corporate America (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", 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(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.(48:27) Books that have greatly influenced his life. (49:10) His mentors.Professor Mark Roe (Harvard Law School)Professor 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 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: @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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  52:45
• Robin Feldman: On the Evolution and Regulation of AI

  (0:00) Intro(1:26) About the podcast sponsor: The American College of Governance Counsel(2:13) Start of interview(2:45) Robin's origin story(3:55) About the AI Law and 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. 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(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" (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:Rashi's Commentary on the BibleTalmud(39:06) Her mentors.Professor Robert WeisbergProfessor 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 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: @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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  43:48
• Amy Rojik (BDO Center for Corporate Governance): From Audit Quality to Governance Strategy

  (0:00) Intro(1:13) About the podcast sponsor: The American College of Governance Counsel(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 (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(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:The Notebook 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 podcastAmy 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: @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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  52:08
• Emily Melton: Mechanics of Venture Investing, the Age of AI, and Implications for Boards

  (0:00) Intro(1:15) About the podcast sponsor: The American College of Governance Counsel(2:02) Start of interview(2:45) Emily's origin story(8:27) Her start in venture capital through DFJ with Tim Draper in 2000.(11:56) About the history and evolution of VC(13:42) Investing thesis (founding principle) at her firm Threshold Ventures.(19:21) The venture mechanics of Threshold Ventures. "One of our SLAs is we'd like to be the founder's first call."(21:30) On navigating boardroom dynamics in venture-backed boards. "Building trust is critical" (26:20) On dealing with conflicts of interests at the board level in the VC context. "Decisions with an investors' hat vs board member hat"(31:35) Mention of the VC-Backed Board Academy in SF on May 14, 2025, and NYC on Oct 28, 2025.(32:31) The role of independent directors in VC-backed companies. "I love bringing in independent directors early."(38:09) On board observers. "I always try to think about [board roles] in a two-year cycle"(42:44) The state of diversity in VC. Discussion about All Raise (founded in 2018).(48:12) Navigating the AI Landscape "it's a different world"(55:10) Books that have greatly influenced her life:The Soul in the Game by Vitaliy Katsenelson (2022)(55:43) Her mentors: Heidi Roizen (E6, E108 and E116)(57:07) Quotes that she thinks of often or lives her life by. "Happiness = Reality - Expectation"(57:56) An unusual habit or an absurd thing that she loves. (58:31) The living person she most admires.Emily Melton is a co-founder of Threshold Ventures. She is looking for entrepreneurs who are genuinely excited about being agents of change and have an almost irrational drive to make things better. 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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  1:00:23
• Joe Hurd: Governance in Times of VUCA (Volatility, Uncertainty, Complexity, and Ambiguity)

  (0:00) Intro(1:26) About the podcast sponsor: The American College of Governance Counsel(2:13) Start of interview(2:45) Joe's origin story(4:07) His early career starting in London, with law firm Linklaters. (6:43) His move to Friendster in Silicon Valley.(8:00) His time at Videoegg.(9:24) His time at the International Trade Administration in the Obama Administration.(11:30) His return to private practice with Gannett and Facebook's emerging products.(13:10) His operating role at SOSV, a global venture capital firm (2019-present)(15:10) How he got started with his board service. First board experience: a UK public company called GoCompare.(16:50) Difference between a "good" and a "great" director. (18:34) Distinguishing the concept of overboarding between public and private VC-backed companies. Reference to VCBA (5/14/25)(21:06) Some differences between U.S. and U.K. governance practices.(24:57) On the increasing politicization of corporate governance, including ESG and DEI (plus boardroom diversity). "Let's bend it, not end it."(27:47) The origin story of the bio books that he compiles.(31:07) On the impact of AI in the boardroom. Boards need to 1) move faster on AI, and 2) focus on the transformation, not only the tech.(35:50) On navigating in VUCA times (Volatility, Uncertainty, Complexity, and Ambiguity). "Act proactively, not reactively"(38:18) Challenges for boards in next 5-10 years: 1) time management and 2) increasing focus on director skill sets.(35:50) On navigating the regulatory landscape in VUCA times (Volatility, Uncertainty, Complexity, and Ambiguity).(41:27) On board evaluations.(46:00) Will governance regulations harmonize internationally? Example: climate change disclosures.(49:15) The UK's approach for boards to engage with employees: workers' council, board representation, or DNEDs.(46:00) Will governance regulations harmonize internationally? Example: climate change disclosures.(51:50) Books that have greatly influenced his life:How to Win Friends and Influence People by Dale Carnegie (1936)Range, by David Epstein (2019)(52:38) His mentors: Barry Williams (E153)(54:13) Quotes that he thinks of often or lives his life by. "Be kind, for everyone you meet is fighting a hard battle" and "I never lose, I either win or learn."(56:27) An unusual habit or an absurd thing that he loves. (57:10) The living person he most admires.Joe Hurd is a purpose-driven public company board director and strategic advisor who focuses on digital transformation, international expansion and stakeholder engagement. 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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  59:07

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