Boardroom Governance with Evan Epstein

Evan Epstein
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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.

  1. Benjamin Means: The Principles of Family Business Law and Governance

    APR 7

    Benjamin Means: The Principles of Family Business Law and Governance

    (0:00) Intro, *Reference to prior episode with Ben Means (E105) (1:36) About the podcast sponsor: The American College of Governance Counsel. (2:23) Start of interview.  (3:39) The Premise of his new book Family Business Law (6:48) Understanding Shareholder Oppression (10:17) The Three-Circle Model Explained (13:34) The Personal Impact of Family Business (16:24) Boards in Family Businesses (18:09) The Importance of Voice (20:47) Overlapping Family and Business Law *Reference to my episodes on HBO's Succession (24:36) The Succession Challenge (transference to next generation or sale of company) (28:18) Fiduciary Duties and Governance. *Reference to the Market Basket litigation (34:03) Family Protocols: A Solution? (35:13) Societal Impact of Family Businesses *Reference to E204 with Eric Ries (38:24) Innovations in Governance and Family Businesses. Pros and Cons of LLCs (42:56) Features of a New Family Structure (46:05) The Rise of Family Offices Benjamin Means is a Professor of Law, the John T. Campbell Chair in Business and Professional Ethics, and Director of the Family & Small Business Program at the University of South Carolina Joseph F. Rice School of Law. 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

    49 min
  2. Eric Ries: Incorruptible, and the Case for Long-Term Governance Reform

    MAR 31

    Eric Ries: Incorruptible, and the Case for Long-Term Governance Reform

    (0:00) Intro (1:40) About the podcast sponsor: The American College of Governance Counsel (2:26) Start of interview (3:19) Eric's origin story (5:00) The Lean Startup Journey (10:23) About The Long-Term Stock Exchange (18:00) Governance and Eric's New Book Incorruptible (24:14) On Governance in Startups vs. Public Companies and so-called "best practices." "One of the key ideas in the book is that it's always too early until it's too late." (28:37) Why the title Incorruptible. How to become an incorruptible force for good in the world. (33:15) The board members' sacred obligation. The call for a director's oath. (34:40) The concepts of Financial Gravity and Career Equity. "The force that no one controls, but everyone obeys." "The number one thing CEOs notice before and after the IPO: every employee is looking at the stock ticker every day." (41:38) Innovations in AI Governance (OpenAI, Anthropic, etc) "A new old idea" (44:36) On the Public Benefit Corporation (PBC) structure.  (46:25) The Case for New Governance Structures. "The shareholder primacy debate has become completely divorced from the actual material interests of shareholders." The example of Costco. (52:45) On Dual-Class Share Structures. "I don't think emperor for life is a great political system" "[The] standard governance [model] has to be really bad for dictator for life to be an improvement." "I'm interested in trying to create what I call the architecture of institutional longevity. What would it take to create organizations that can endure for decades or even centuries? In order to do that, by definition, we have to find ways to encode the ethos." (56:51) Mission-Locked Constellations. "Structures that involve many different entities that are locked together to act as a bit of an immune system against corruption." "The spiritual holding company: a constellation of multiple entities where some entity has the responsibility of being at the center to provide basically mission protection as a service to the for-profit entities under its purview." (1:01:07) The Novo Nordisk story. *reference to the Acquired podcast episode. (1:07:10) Books that have greatly influenced his life: The Machine that Changed the World, by James P. Womack, Daniel T. Jones, and Daniel Roos (1990) Toyota Production System, by Taiichi Ohno (2001) Toyota Way, by Jeffrey Liker (2003) Dune, by Frank Herbert (1965) The Dawn of Everything, by David Graeber and David Wengrow (2021) The Enlightened Capitalists, by James O'Toole (2019) (1:12:20) His mentors. Steve Blank, Ken Duda, Maliz Beams, Dario Amodei, Brian Chesky, Matthew Prince, Sid Sijbrandij, Dustin Moskovitz, James Reinhart, Todd Park.  (1:14:00) Quotes that he thinks of often or lives her life by "Nothing real can be threatened, and nothing unreal exists" (from A Course in Miracles) (1:15:25) An unusual habit or an absurd thing that he loves (1:16:08) The living person he most admires Eric Ries is the Creator of the Lean Startup method and author of The Lean Startup, he has spent two decades reshaping how companies are built and managed. He is also the founder of the Long-Term Stock Exchange (LTSE) and host of The Eric Ries Show podcast. More info on his latest book Incorruptible here. 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

    1h 18m
  3. Benjamin Edwards: The Rise of Nevada in the Reincorporation Debate

    MAR 23

    Benjamin Edwards: The Rise of Nevada in the Reincorporation Debate

    (0:00) Intro (1:31) About the podcast sponsor: The American College of Governance Counsel (2:18) Start of interview (3:10) Ben's origin story (7:14) Embracing Nevada as Home. Joining University of Nevada Las Vegas (UNLV) in 2017. (10:14) Joining Wilson Sonsini as Senior of Counsel (2026) (13:00) The Reincorporation Movement. Competition between Delaware, Texas, Nevada and others. *Reference to E201 with Leo Strine (14:28) Tracking Company Reincorporation Movements (at Business Law Prof Blog) (16:02) The Texas vs. Nevada Landscape (17:50) Reasons Companies Move Jurisdictions *Reference to E194 with Richard Blake on SV150 companies (23:15) Delaware advantages (25:32) How Nevada is competing: "[W]e need to be able to do is reduce the friction and the barriers to picking Nevada as a jurisdiction." (26:09) Delaware's SB21 and Its Implications. *Reference to Cornerstone Research report on the increase of M&A settlements and paper Is Delaware Different? Stockholder Lawyering in the Court of Chancery by Jessica Erickson, Adam Pritchard, and Stephen Choi (31:54) The Race to the Bottom theory *Reference to E200 with Betsy Atkins (34:50) Nevada's Business Courts and Future Changes (constitutional amendment) (41:44) The IPO Landscape: Trends and Insights (Delaware fell from over 80% of IPO incorporations in 2022-2024 to just under 62% in 2025; Nevada reached ~17%, and Texas just under 4%). Bill Ackman picking Nevada for the IPO of Pershing Square. (44:45) Addressing Nevada's Reputation (the example of LQR House reincorporating from Nevada to Delaware) *Reference to the Startup Litigation Digest (49:06) Founder-Led Companies and Jurisdiction Choices. Example of Mark Pincus: Founders, Leave Delaware (While You Still Can) (53:46) Nevada’s Commission to Study the Adjudication of Business Law Cases (55:50) Books that have greatly influenced his life: Give and Take, by Adam Grant (2013) Drive, by Daniel Pink (2009) Chimpanzee Politics, by Frans de Waal (1982) (57:16) His mentors.  (58:16) Quotes that he thinks of often or lives her life by "To have a friend, you got to be a friend."  (58:39) An unusual habit or an absurd thing that he loves (58:57) The living person he most admires Benjamin Edwards is a Professor of Law at the William S. Boyd School of Law at the University of Nevada, Las Vegas (UNLV). Ben also recently joined Wilson Sonsini as Senior Of Counsel to provide guidance to Nevada-incorporated companies. 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

    1h 1m
  4. Joelle Emerson: Why Company Culture Is a Core Governance Issue

    MAR 9

    Joelle Emerson: Why Company Culture Is a Core Governance Issue

    (0:00) Intro (1:35) About the podcast sponsor: The American College of Governance Counsel (2:22) Start of interview (3:01) Joelle's origin story (7:00) The Journey of Paradigm, the culture company she co-founded in 2014. "Our goal is to help organizations build healthy and high performing cultures where people from all backgrounds can come together, do their best work and thrive." (11:15) On the current backlash against DEI. (16:49) On Coinbase's "mission focused company" statement in 2020. (21:53) The Politics of Company Culture, and Silicon Valley's approach. (26:15) The Shift from Public to Private Companies (29:33) AI's Impact on the Workforce (35:18) The Role of the Board on Workplace Culture (37:23) Talent executives and CHROs on Boards (39:54) Rethinking Compliance in Organizations (42:43) Evaluating an organization's culture (45:22) Books that have greatly influenced her life: Growth Mindset, by Carol Dweck (2007) Abundance, by Ezra Klein and Derek Thompson (2025) Sea of Tranquility, by Emily St. John Mandel (2022) (47:04) Her mentors.  (48:24) Quotes that she thinks of often or lives her life by "Do the best you can until you know better. And then when you know better, do better." (Maya Angelou) "Forward is a pace" (heard from a Peloton instructor, Robin Arzon) (49:08) An unusual habit or an absurd thing that she loves (49:44) The living person she most admires (inspiring now): Lindsey Vonn. (50:30) The Unique Perspective of a Lawyer-CEO Joelle Emerson is the CEO and co-founder of Paradigm, a company that empowers organizations to create innovative, high-performance workplaces where everyone can do their best work. 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

    52 min
  5. Leo Strine: Delaware’s Moment, AI Guardrails, and a Call of Conscience

    FEB 23

    Leo Strine: Delaware’s Moment, AI Guardrails, and a Call of Conscience

    (0:00) Intro (1:29) About the podcast sponsor: The American College of Governance Counsel. (2:15) Start of interview. *Reference to prior episode with Leo Strine (E100) (3:09) The Call of Conscience and The Current Moment (reference to his speech at the Weinberg Center in Oct of 2025) (5:18) Skepticism about Credibility of the Elite Among the Youth (7:02) The Ethical Muscle (8:20) Acknowledging Discrimination (8:56) The Climate Crisis (12:37) Shifts in Delaware Law (13:45) Return to Traditions. "What Delaware has done is return to its traditions that existed the entire time I was a judge." (14:28) The Controlled Company Debate and the MFW standard. (25:00) On the recent pushback against incorporating in Delaware: "I don't minimize the moment" (32:00) Section 220 Books and Records under SB21 (34:20) The statute was amended to provide more predictability. It actually looks like the Model Business Corporation Act. "I think both elements of this statute balance fairness and efficiency in a really good way." (39:54) Activist Judges and Delaware. "This was a nonpartisan initiative to restore confidence in Delaware's corporate law. I have the utmost respect for our judiciary, I'm proud to have been part of it, and I believe they will follow the law." (42:26) Delaware's Competitive Edge (48:25) The Rise of AI Companies (52:16) Energy Demand from AI. From guardrails to "trust us" (58:39) The Urgency of Leadership (1:01:59) Davos looks like a portrait of leadership failure "either eliminate it or make it real." Leo E. Strine, Jr., is Of Counsel at Wachtell, Lipton, Rosen & Katz. Prior to joining WLRK, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019.   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

    1h 7m
  6. Betsy Atkins: Why Directors Must Become More Entrepreneurial and Change-Adaptive

    FEB 9

    Betsy Atkins: Why Directors Must Become More Entrepreneurial and Change-Adaptive

    (0:00) Intro (2:04) About the podcast sponsor: The American College of Governance Counsel (2:50) Start of interview (3:51) Betsy's origin story (9:14) The HealthSouth Board Scandal (16:35) Her preference when picking what boards to serve on (17:30) Insights VC-backed Boards and role and profile of the independent director in this context (21:20) Insights on PE-backed Boards and role and profile of the independent director in this context (25:35) Navigating International Board Dynamics. Her experience on boards of Volvo and Schneider Electric. (30:57) The Rise of Private Markets. Example of Atlas Air (Apollo backed). IPOs in 2026. (35:07) AI's Impact on the Market and other macro trends (38:10) Founder-Led Companies and Governance (including dual-class share structures). (42:25) The Impact of Geopolitics on Governance (45:11) The Impact of Politicization on Governance. Examples of Budweiser, Google, Netflix, and the mission-driven approach by Coinbase. (50:09)  Adapting to Accelerating Change as Directors. The problem with incrementalist "custodian" directors in times of disruption. "It's really about being change-adaptive and comfortable making decisions with incomplete information. You look at someone like Musk, he's making decisions when he has 60% of the information. Most boards want 95% before they'll move. That's the fundamental challenge." (55:58) Books that have greatly influenced her life ("the best business book"): Good to Great, by Jim Collins (2001)(56:16) Her mentors. Craig Billings (CEO Wynn Resorts), Michael Steen (CEO Atlas Air Cargo), Jean-Pascal Tricoire (Chairman, Schneider), her mom ("her biggest mentor"). (57:06) On the current state of shareholder activism (57:58) Quotes that she thinks of often or lives her life by "Perfect is the enemy of good enough."  (58:19) An unusual habit or an absurd thing that she loves: she's a compulsive note-taker (plus, her recommended policy for directors) (1:00:12) The living person she most admires: Elon Musk Betsy Atkins has served on more than 38 public company boards and through 17 IPOs, in addition to scores of PE and VC-backed company boards. She brings a rare perspective shaped by crisis situations, international board service, and rapid technological change. She currently serves on the boards of Wynn Las Vegas, GoPuff, and the Google Cloud Advisory Board. 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

    1h 3m
  7. Michael Ewens (Columbia Business School): What the Data Reveals About Startup Boards and Private Equity

    FEB 3

    Michael Ewens (Columbia Business School): What the Data Reveals About Startup Boards and Private Equity

    (0:00) Intro (1:19) About the podcast sponsor: The American College of Governance Counsel (2:05) Start of interview  (2:48) Michael's origin story. Academic Journey and Early Influences. *reference to Correlation Ventures (8:55) About his paper Board Dynamics over the Startup Life Cycle (2020) with Nadia Malenko.  (11:30) Role of independent directors in VC-backed companies. (16:05) Control Dynamics in Startup Boards (17:21) The Evolution of Founder Control *Reference to E187 with Brad Feld (Oct 2025) (28:11) The Future of Private Markets (29:21) The Future of IPOs “What’s been missing from the IPO market since 1996 is the small- to mid-cap company. In my view, the solution for public markets is to restore their uniqueness by shutting down private secondary markets and making public-market liquidity distinctive again.” (33:40) The Role of Private Equity in Governance (39:47) Distinctions Between VC and PE Boards (42:24) Insights from Private Equity for Public Companies “A PE firm is really an investment bank with a consulting arm, where the partners sit on both sides and have equity in the whole game.” "What PE solves is expertise alignment, and a clear investment horizon for an exit." (47:36) The Impact of AI on Board Governance (50:20) Books that have greatly influenced his life: One Hundred Years of Solitude by Gabriel Garcia Marquez (1967)Culture Series by Ian Banks (1987-2012)A Brief History of Intelligence by Max Bennett (2023)(53:14) His mentors  (54:24) Quotes that he thinks of often or lives his life by: "All models are wrong, but some are useful" by George Box (53:15) An unusual habit or an absurd thing that he loves. Watching the Big Lebowski. (55:53) The living person he most admires: Derek Thomson. (57:26) Moving from VC to PE Research in New York Michael Ewens is the David L. and Elsie M. Dodd Professor of Finance and co-director of the Private Equity Program at Columbia Business School. 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

    1 hr
  8. Jennifer Ceran: From Treasury to CFO to the Boardroom

    JAN 27

    Jennifer Ceran: From Treasury to CFO to the Boardroom

    (0:00) Intro (1:36) About the podcast sponsor: The American College of Governance Counsel (2:22) Start of interview (3:21) Jennifer's origin story (8:06) Journey to Treasury starting with Sara Lee Corporation, to Cisco and eBay (20-year career in Treasury) (15:05) From Box to CFO roles at Coupons.com and Smartsheet (took it public as CFO) (20:50) Building a Board Career: True Search, Auth0 (acq by Okta), Nerd Wallet, Wyze, Riskified and Klaviyo. (23:40) Private vs. Public Boards (27:47) On founder-led companies (30:01) The Role of Audit Committees (30:50) Navigating AI in the board (36:37) On increased politicization and geopolitics in the boardroom (38:44) CEO-CFO strategy and talking about the hard stuff (40:22) Qualities of a Great Board Member: "The best board members ask the right questions at the right time in the right tone" (from Anita Sands). "They're willing to help in however the company wants them to help." (44:05) Effective Board Meetings (45:59) Books that have greatly influenced her life: Gifts Differing by Isabel Briggs Myers (1980)Discover your Strengths by Donald O. Clifton and Marcus Buckingham (2001)Dare to Lead by Brené Brown (1980)(48:36) Her mentors  (50:09) Quotes that she thinks of often or lives her life by "Don't take no for an answer and don't give up"  (51:09) An unusual habit or an absurd thing that she loves: Family Search (53:40) The living person she most admires: Taylor Swift Jennifer Ceran is a seasoned finance executive and board member whose career spans treasury leadership, the CFO role, and public and private company board service. Jennifer currently serves on the boards of NerdWallet, Wyze, Riskified, Klaviyo, Flock Safety, and Mesh Payments. 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

    55 min
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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.

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