Podcast appearances and mentions of Joseph A Grundfest

(0:00) Intro.(2:21) About this podcast's sponsor: The American College of Governance Counsel.(3:08) Start of interview.(3:50) On  collapse of SVB & other banks. Lessons for board members. *Reference to video from Stanford Rock Center(12:00) On the state of private markets and unicorns. Downturn and shutdowns in VC-backed startups. *Per Pitchbook: “Approx 3,200 private VC-backed U.S. companies have gone out of business this year. Combined, those companies raised north of $27B.”(15:32) On the growth of AI. "The pixie dust."(18:25) On OpenAI's board fiasco and the company's controversial structure."The fundamental problem is with the idea that you can achieve what OpenAI wanted to achieve in terms of guardrails. That's the fundamental point. The second problem is the structure. The structure was all wrong. And the third problem was the people. These were the wrong people to be serving on these boards with the wrong structure, or seeking an objective that can't be obtained." *reference to public choice theory, impossibility theorem by Ken Arrow.*Reference to innovations in corporate governance structures of AI companies (OpenAI, Anthropic, xAI).(26:07) On geopolitics of AI: China not bound by same guardrails.(28:56) On the crypto industry and its regulatory challenges. The case of Ripple vs SEC.(33:11) Fraud in private markets (ie Elizabeth Holmes, SBF, Trevor Milton and other high profile convictions).(34:18)  ESG/DEI backlash and the politicization of corporation governance. "This is situation where less is more."(38:27)  Biggest winner in business in 2023.(40:32)  Biggest loser in business in 2023.(42:46) Biggest business surprise of 2023.(45:43)  Best and worst corporate governance trend from 2023.(47:24) The biggest corporate governance trend to watch out for in 2024.Joseph A. 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. You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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

0:00 -- Intro.1:50 -- Start of interview.4:09 -- His take on the state of capital markets. From the highs of 2021 to the lows of 2022: the impact of interest rates in asset valuations.6:59 -- On tech layoffs. "The effects on the labor market are not as large as the numbers suggest."8:34 --  The impact of downturn on public and private investors.10:07 -- On AI, ChatGPT and the emergence of this new technology.12:45 -- On the crypto industry and its regulation challenges. "There is going to be more carnage, more blood on the streets." "The number of people in this industry that are willing to show you their code but refuse to show their financials should make your head spin."20:01 -- On the SEC's proposed climate change regulation, and his take that "The SEC Is Heading Toward a Climate Train Wreck." "I am profoundly concerned." "Investors need these climate disclosures but I'm extraordinary skeptical that the courts as currently constituted will uphold the rules that the SEC will adopt. In other words, the rules will get adopted, but they will get staid, vacated and we are going to get nothing (and I don't think that's the best result for investors, that's just wrong)."24:36 -- Joe's climate change proposal. Instead of the SEC requiring its own climate change rules, it should require investors to disclose the data that is already in the public domain.28:04 -- On the ESG / anti-ESG trend and the politicization of corporation governance. "I think it is simultaneously disastrous and hilarious." "The important thing to recognize is that it is all political."30:52 -- On institutional Investors passing-through voting power to beneficial owners. "It's politically a very smart thing to do from some of these intermediaries."32:37-- On the impact of the new SEC universal proxy rules for director elections on shareholder activism. "It will have a meaningful effect, but it will take some time to manifest itself" "It shifts power to the investor community."33:30 -- The best corporate governance trend of 2022: boardroom diversity.34:13 -- The worst corporate governance trend of 2022: the political whiplash.34:54 -- The biggest corporate governance trend to watch out for in 2023 and going forward: "a combination of universal proxy and the politicization of the boardroom."36:57 -- His take on how to deal with the politicization of the boardroom: "The short answer is that you can't generalize. Every corporation's situation is unique."38:58 - The biggest winner in business in 2022: Prince Harry (monetizing family dysfunction!)40:34 - The biggest looser in business in 2022: Elon Musk. "If it wasn't perfectly obvious that of all the people in the world that should not be running Twitter, he shouldn't be running it." He gives it a 43.96% chance of being in bankruptcy by this time next year. Joseph A. Grundfest is an expert on capital markets, corporate governance, and securities litigation. Professor Grundfest founded the Stanford Securities Class Action Clearinghouse, which provides detailed, online information about the prosecution, defense, and settlement of federal class action securities fraud litigation. He launched Stanford Law School's executive education programs and continues to co-direct Directors' College, the nation's leading venue for the continuing professional education of directors of publicly traded corporations. He is also a senior faculty member with the Arthur and Toni Rembe Rock Center for Corporate Governance. Additionally, he is co-founder and director of Financial Engines and a director of Kohlberg, Kravis, Roberts & Co. Before joining the Stanford Law School faculty in 1990, Professor Grundfest was a commissioner of the Securities and Exchange Commission, served on the staff of the President's Council of Economic Advisors as counsel and senior economist for legal and regulatory matters, and was an associate at Wilmer, Cutler & Pickering. Early in his career he was a research associate at the Brookings Institution and an economist and consultant with the RAND Corporation.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: 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

Intro.(1:42) - Start of interview.(3:11) - Joe's take on the rise of IPOs and SPACs since 2020. "There is a level where it is all entirely rational."(4:16) - Staying private vs going public in this environment. "In today's world, companies have three alternatives: do another VC round, a SPAC or an IPO."(6:43) -  On the fundraising environment: "This is historically unprecedented... due to fiscal and monetary stimulus throughout the U.S. and global economies." "But you have to combine that with the observation that we really do have some fundamental technological and economic changes going on."(8:47) - Are you bullish or bearish on the economy and markets? "I'm confused-ish"(10:46) - On Bitcoin, and the new Bitcoin Law from El Salvador (making it legal tender in that country): It has serious repercussions for US law (currency vs security, money transmission, tax implications, etc).(12:56) - On US public corporations adding Bitcoin to the corporate treasuries. On bitcoin mining ("dirty, dirty, dirty") and the distinctions between "proof of work" and "proof of stake" cryptos. On Elon's decision to not accept Bitcoin to purchase Teslas.(16:12) - On DeFi: "Once regulators figure out what's going on here, they are going to try to crush it." "You know, the SEC has no idea what to do with crypto. The SEC is asking for legislation, they're actually begging for legislation, because if you get legislation, then it's not their job. Unless (the SEC's nightmare) Congress gives the SEC all the authority it needs to regulate crypto and says to the SEC: here you go, do it."(19:30) - On DAOs: "They can lead to chaos. I mean, what is the governance structure? Each one of these has a very different governance structure. And one of the things that we know is that there's no perfect governance structure, right? If you want to over intellectualize this, go back to Ken Arrow's Impossibility Theorem where he demonstrated that there are lots of criteria we would like to see in a society and you can't simultaneously have them all. Well, you know, that's a super brainiac way of saying that governments are always going to fail to one degree or another. Putting the problem of social organization on the blockchain does not solve the problem of social organization. It simply replicates the problem on the blockchain, right? So why do people think that putting an insoluble problem on the blockchain solves the insoluble problem is an insoluble problem to me."(21:13) - On the different approach to blockchain by computer scientists and lawyers. The Stanford Center for Blockchain Research. "What can I say? The computer science people don't get sued 25 times... you know, in computer science, your equations are generally fairly well behaved. And if you write a system, you know how it's going to operate. We're lawyers, we deal with people. Not only deal with people, we deal with plaintiffs. It's a very different problem. I mean look, in engineering you're often dealing with fairly well behaved systems. If systems were well-behaved, you wouldn't need lawyers. So what can I say? I only go where there's chaos and mayhem."(22:57) - On SB-826 (gender) board diversity quota in CA: "the data suggests pretty strongly, almost conclusively, that SB-826 has worked. The number of women on corporate boards in California has increased significantly. The majority of corporations in CA are now in compliance with SB-826."(24:23) - On AB-979 (minorities) board diversity quota in CA: "figuring out the effect of the AB 979 is more difficult. It's very hard to separate that out from what I call the George Floyd effect."(25:21) - On the constitutionality of these laws: "there's a deeper mystery here. And something that I think is really more profound. If you look objectively at both pieces of legislation, and if you ask yourself, what's the probability that the U.S. Supreme court as currently composed (a 6-3 conservative majority) would find either one of these pieces of legislation is constitutional? The answer would be a resounding no." "The fascinating thing is typically when legislation is potentially unconstitutional, everybody's jumping up and down and they're suing to get it invalidated. Here, not only is that not happening, but the vast majority of corporations are complying with legislation."(27:33) - "These bills are what I would call The Miracle of Unconstitutional Legislation": "These are the most effective unconstitutional pieces of legislation that I've ever seen in American history. And I think the answer for why they've been so successful is that at least when it comes to legislating the composition of corporate boards, the majority of America is out of tune with Supreme court doctrine regarding the existence of quotas." "Diversity on corporate boards is being treated very differently to diversity in other areas of society and the parties most directly affected aren't complaining about it. It's a remarkable situation."(31:08) - On stakeholder capitalism and the BRT restatement of 2019: "This is nothing new. You always had to consider all of the constituencies, otherwise you're out of business."(34:45) - On Engine No. 1 proxy fight with Exxon Mobil:  "This is huge. I think going forward, every proxy contest is going to be measured as either before Exxon or after Exxon. What it demonstrates is that in today's world, you don't need a large equity position. What you really need to understand is the story that is going to resonate with the large institutional investors. Engine No. 1  had a terrific story that resonated extraordinarily well. They had the perfect target because Exxon had built up a reputation over decades as being the most arrogant corporation in the United States. They'd basically refused to listen to institutional investors. You combine that with the big push towards ESG investing, and the fact that many institutions now feel they can't afford to be on the wrong side of ESG momentum. You know, it created a situation where if you were economically and politically smart, and these guys I think are, you would be able to leverage your position by a factor of 2,500 and grab three seats on the Exxon board of directors. They did something that people thought would have been impossible. And I think it's highly innovative and you're going to see many forums of what I would call corporate electoral innovation over the next year or two. And a lot of it will wind up pushing the ESG direction."(38:04) - "Look, my joke line about ESG is that given the current state of the art, it stands for Extremely Subjective Guessing"!Joseph A. Grundfest is an expert on capital markets, corporate governance, and securities litigation. His scholarship has been published in the Harvard, Yale, and Stanford law reviews, and he has been recognized as one of the most influential attorneys in the United States. Professor Grundfest founded the Stanford Securities Class Action Clearinghouse, which provides detailed, online information about the prosecution, defense, and settlement of federal class action securities fraud litigation. He launched Stanford Law School's executive education programs and continues to co-direct Directors' College, the nation's leading venue for the continuing professional education of directors of publicly traded corporations. He is also a senior faculty member with the Arthur and Toni Rembe Rock Center for Corporate Governance. Additionally, he is co-founder and director of Financial Engines and a director of Kohlberg, Kravis, Roberts & Co. Before joining the Stanford Law School faculty in 1990, Professor Grundfest was a commissioner of the Securities and Exchange Commission, served on the staff of the President's Council of Economic Advisors as counsel and senior economist for legal and regulatory matters, and was an associate at Wilmer, Cutler & Pickering. Early in his career he was a research associate at the Brookings Institution and an economist and consultant with the RAND Corporation.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __You can follow Evan on social media at:Twitter @evanepsteinSubstack 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

On January 27, 2000, The Federalist Society hosted a presentation by Prof. Joseph A. Grundfest on "Latest Trends and Emerging Issues in Securities Class Action Litigation" in San Francisco, CA.Featuring:Prof. Joseph A. Grundfest, Stanford Law School*******As always, the Federalist Society takes no position on particular legal or public policy issues; all expressions of opinion are those of the speakers.

In this episode of the RANE Insights podcast, RANE founder David Lawrence speaks to Joseph Grundfest, professor of law and business at Standford university law school and expert on capital markets, corporate governance, and securities litigation. They discuss the historical context and lessons learned from the GameStop spree, as well as the personalities, roles, and motivations of the different players.Joseph A. Grundfest is the WA Frank professor of law and business at Standford law school. Learn how RANE helps members monitor relevant risk developments, and more efficiently respond to and mitigate key threats. Visit us at ranenetwork.com. Subscribe to the RANE and Stratfor podcast wherever you listen, including:Apple Podcasts Google Podcasts Podcast Addict Castbox Stitcher Spotify

Start of Episode [1:31]Luck and skill: "Without luck nothing good happens" [3:21]Joe's experience as a Commissioner of the Securities and Exchange Commission [5:33]Transition from the S.E.C. to Stanford Law School [8:16]The story of Financial Engines [11:04]Taking Financial Engines private [14:54]The Oracle Derivative Litigation Case (2003) [17:17]The KKR board [20:19]The story of Stanford's Directors' College [23:31]Federal-forum selection charter provisions and the Sciabacucchi case [27:34]Elon Musk's coverage of D&O insurance for Tesla directors [32:24]The rise of stakeholder capitalism and ESG [37:55]Global warming [40:38]Conflicts of interests in public and private companies [43:17]Control in startups [48:28]Rapid-fire questions [50:57]Joseph A. Grundfest is the William A. Franke Professor of Law and Business at Stanford Law School and is a Senior Faculty of the Rock Center for Corporate Governance at Stanford University. Professor Grundfest is a nationally prominent expert on capital markets, corporate governance, and securities litigation. __ 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