Patrick Gadson is the Co-Head of Vinson & Elkins’ Shareholder Activism practice, which advises public companies in competitive proxy solicitations, strategic investor relations, and corporate governance. We address the evolving dynamics of shareholder activism, the impact of universal proxy rules, and ESG activism (separating E vs S campaigns, as in Exxon and Starbucks). We also talk about differences in activist campaigns in large, mid, and small caps, and how boards should prepare for...

Leah Solivan is a General Partner at Fuel Capital, a venture capital firm. Prior to that, she was the founder, CEO and Executive Chair at TaskRabbit. Leah scaled the company to 44 cities and raised more than $50 million. In 2017, TaskRabbit was acquired by IKEA. We discuss her journey at TaskRabbit, with a special emphasis on her board experience. We address board composition, scaling, and CEO succession. We also talk about her transition to startup investing, and her thoughts about board...

Jeff Saviano is the EY Emerging Technology Strategy & Governance Leader. He advises corporate boards, C-suite executives, and senior government officials on the risks, opportunities, and policy/governance implications emanating from innovative technology, with an emphasis on artificial intelligence and Web3. In this episode, we talk about what is probably the hottest topic in corporate governance circles: AI ethics and governance, including board oversight, board committee structure, and...

Amy Banse is a Venture Partner at Mosaic General Partnership, a VC firm based in SF Bay Area. She has over 30 years of experience starting, investing in, and building businesses at Comcast and as a board member on numerous public and private companies, including Adobe, Clorox, On Running and Lennar Corporation. In this episode we talk about her time leading Comcast Ventures and the evolution of Corporate Venture Capital. We also cover her experience as a director of public and private...

Terry Johnson is a partner at Arnold & Porter and the current President of the Bar Association of San Francisco and its Justice and Diversity Center. In this episode, we talk about the book on ESG that she co-edited for the American Bar Association and we dive into ESG matters including some of its backlash. We also address the legal challenges to boardroom diversity, the Truth and Power Distinguished Speaker Series by the SF Bar Association, and other corporate governance trends of...

Mary Inman is a partner at Whistleblower Partners LLP, a boutique law firm specializing exclusively in representing whistleblowers under the various U.S. whistleblower reward programs. We discuss high-stakes whistleblower cases, including her representation of Tyler Schulz at Theranos and Frances Haugen at Facebook (Meta). We delve into the significance of the U.S. Whistleblower Reward Programs, and their impact on corporate transparency. We also talk about cases involving the Foreign...

Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goodrich & Rosati in San Francisco and Delaware, respectively. We discuss their firm’s “2023 Delaware Corporate Law and Litigation Year in Review.” We cover many relevant cases for board members including director and officer oversight obligations, controlling stockholder conflicts of interests, and governance matters in the venture-backed company context. We also address Delaware vs other states, new AI...

This is a special episode originally recorded for participants of the VC-Backed Board Academy (VCBA), a new executive education program for directors of venture-backed companies by the University of California College of Law San Francisco, in partnership with Cooley and Nasdaq. The program is taking place at Cooley’s SF offices on March 8th, 2024. If you’re a director of a venture-backed company, you should definitely check it out and visit the website at uclawsf.edu/vcba. This podcast...

Alexandre Rangel is a former Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023) and Consultant of the OECD (2023). He’s currently back in private practice at his law firm Rangel Advogados. We discuss a recent note that he wrote for the OECD on Institutional Investors’ engagement in Latin America, enforcement trends and cooperation between US and Brazilian agencies, and specific board duties related to State Owned Enterprises (SOEs). We also talk about the new...

Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. In this episode we discuss WSGR's 2023 Silicon Valley 150 Corporate Governance Report. We talk about some of its findings, include the evolution of virtual meetings, board committee structures, board and officer diversity, dual-class share structures, ESG disclosures, compensation, shareholder activism and more. If you like this show, please consider subscribing,...

Scott Kupor is the Managing Partner of Andreessen Horowitz, one of the leading VC firms in Silicon Valley. Scott has been with a16z since its founding in 2009 and has overseen its rapid growth, from $300 million in AUM to over $35 billion today. That’s almost 3 times as much as when we last spoke in June of 2020, for E5 of this podcast. Scott is also the author of the book "Secrets of Sand Hill Road: Venture Capital and How to Get It", which I strongly recommend for anyone interested in...

Nicolas Darveau-Garneau is an AI and digital transformation expert with over 25 years of experience. He was Google’s Chief Evangelist, where he worked with the C-suites of more than 800 of Google’s top customers to help them accelerate their digital transformation. Nick also worked as Chief Strategy and Growth Officer at Coveo, a leading AI company. He currently serves on the boards of the Toronto Stock Exchange, iA Financial Group, McEwen Mining, and Alida. In this episode we discuss all...

Joe Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty of the Rock Center for Corporate Governance. He is a former Commissioner of the SEC and co-founded Financial Engines with Professor William F. Sharpe, the 1990 Nobel Prize winner in Economics. He formerly served as a director of KKR and Oracle. In this podcast, we review 2023 and talk about corporate governance trends for the coming year. Among other topics, we discuss: 1)...

Elizabeth Pollman is a Professor at the University of Pennsylvania Carey Law School. Yifat Aran is an Assistant Professor of Law at the University of Haifa. We dive into their article titled “Ousted” where they observe that “a substantial number of founder-CEOs have been ousted—forced or pushed to step down from the CEO role despite maintaining important indicia of control that, according to prevailing theory, empowers them to withstand such pressures.” We also discuss other topics...

Larry Clinton is the President and CEO of the Internet Security Alliance (ISA). The ISA is a multi-sector trade association that focuses on thought leadership, policy advocacy and developing best practices for cyber security. In this podcast, we discuss the Director's Handbook on Cyber-Risk Oversight (produced by NACD and ISA). We also talk about regulatory approaches to cybersecurity and AI, geopolitical challenges and the most relevant cybersecurity issues for directors including...

This is our 4th and final episode dissecting the HBO show Succession from a corporate governance perspective. It has been a lot of fun delivering this series. For this episode, we are joined by Joe Nocera, a distinguished business journalist and author known for his insightful and often critical views on various aspects of business and economics. Joe’s career in journalism has been marked by various notable roles, including at leading publications such as Esquire, GQ, Fortune Magazine, NYT...

Ker Gibbs is an Executive-in-Residence of University of San Francisco's China Business Studies Initiative. He was most recently the President of the American Chamber of Commerce in Shanghai. For over 20 years he served in executive and board level positions with public and privately held companies giving him broad exposure to US-China relations and business issues facing American companies operating in Asia. In this podcast, we discuss his book titled “Selling to China. Stories of Success,...

John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School, where he also serves as Deputy Dean and Research Director of the Center on the Legal Profession. Professor Coates served as General Counsel and as Acting Director for the Division of Corporation Finance for the SEC. Before joining Harvard, he was a partner at Wachtell, Lipton, Rosen & Katz, specializing in financial institutions and M&A. At HLS and at HBS, he teaches corporate governance,...

Abby Adlerman is the CEO and founder of Boardspan, a provider of digital governance solutions for boards across all sectors. Abby was previously part of the senior leadership team at Russell Reynolds Associates, served as CEO of a venture-backed e-commerce business, and spent 15 years in investment banking advising board & C-suite clients on a range of corporate finance and M&A transactions. In this podcast, we discuss high performing boards, board culture and the role of board...

This is a special episode recorded from a webinar co-hosted by the Silicon Valley Directors’ Exchange (SVDX) and UC Law SF. It took place on October 25th, 2023. I was invited to speak on private companies and corporate governance alongside Heidi Roizen, a partner at Threshold Ventures. The conversation was moderated by Dan Siciliano, the Chairman of SVDX and CEO of Nikkl. In this discussion, we cover distinctions between public and private boards and the role of independent directors in...

Julie Daum is the leader of the North American Board Practice of Spencer Stuart. She has conducted more than 1,500 board director assignments. We discuss the findings of the 2023 U.S. Spencer Stuart Board Index, focused on corporate governance practices in S&P500 companies. Among other topics, we cover trends in boardroom composition, overboarding, evaluations, turnover, term limits, diversity, ESG, and the role of technology and AI in the boardroom. If you like this show, please...

Mauro Cunha is one of the top corporate governance voices in Latin America, currently serving as a director of Embraer, AES Brasil, Klabin and Hypera. He has also served on the boards of some of the most important companies in Brazil - including Vale, Petrobras, Eletrobras, among others. He has led two of the leading corporate governance institutions in Brazil - Chairman of IBGC and CEO of AMEC. Under his leadership, AMEC launched the Brazilian Stewardship Code. As a fund manager, he worked...

In this podcast, I discuss corporate governance with Brian Stafford, the CEO of Diligent Corporation. Brian shares his background and how he became CEO of the company. We delve into Diligent's transition from public company (in NZ) to private company, with the backing of private equity investors. We also explore corporate purpose, risk management, ESG, board composition, technology fluency and the impact of geopolitics in the boardroom. Overall, it's an insightful conversation on governance...

Joyce Cacho has served as a board member for Land O'Lakes, the International Institute of Tropical Agriculture, Sunrise Banks and the World Benchmarking Alliance. She currently serves as Board Chair of Sistema.bio, a biogas company. In this podcast, we talk about Joyce’s board journey, corporate purpose, sustainability and ESG. We also address board diversity, business opportunities in Africa and the current geopolitical and global supply chain landscape. We finally address how boards should...