Larry Cunningham: From John Weinberg’s 1948 Thesis, Delaware's Challenge, to the Modern Boardroom
(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
--------
54:50
--------
54:50
Tina Rosenfeld: Independent Directors, Board Diversity, and Governance in Chile
(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:Man's Search for Meaning, by Victor Frankl (1946)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 GirlTina 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: @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
--------
58:46
--------
58:46
Steven Wolfe Pereira: How Can You Govern Something That You Don't Understand?
(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
--------
1:11:05
--------
1:11:05
Erik Gerding (Freshfields): Governance, Regulation, and Risk in a Global Business Environment
(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
--------
52:29
--------
52:29
Jack Lazar: A Silicon Valley Journey from Finance to the Boardroom
(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
In-depth interview podcast with leading corporate governance experts, including world-class founders, scholars, board members, executives, investors and more. The content is structured as a long-form conversation to explore not only the latest corporate governance trends, but also to get some personal insights from some of the best and brightest minds behind America's boardrooms.
Brasil