David Berger: Year-End Reflections on Corporate Governance and the Road Ahead

(0:00) Intro (1:31) About the podcast sponsor: The American College of Governance Counsel. (2:18) Start of interview. *Reference to prior episodes with David (E24 from Nov 2020 and E159 from Dec 2024) (3:22) 2025 highlights from the American College of Governance Counsel (4:55) The Rome Conference on AI, Ethics, and the Future of Corporate Governance (6:52) The Dual-Class Share Debate (reference to his paper Performance Leads Governance) (12:06) Emerging Governance Structures in AI companies, including Public Benefit Corporations (PBCs) "mission driven" (23:02) The AI Bubble Debate ("from a technology standpoint, I don't think we're in a bubble. From a valuation standpoint, we may be very well in a bubble.") Reference to my article on AI Washing Goes Criminal. (27:00) Big Tech vs. Little Tech Dynamics "We're going to have, at some point, a shakeout. It's impossible for all of these companies to be successful." (29:55) The Shift to Private Markets (34:15) Delaware's Governance Challenges (*reference to E194 on Silicon Valley 150 Report) "Since TripAdvisor, about 50 companies have left Delaware." (39:45) AI and Cybersecurity in the Boardroom (40:42) On Mandatory Arbitration (42:03) Biggest winner in business in 2025: Tech broadly, Silicon Valley particular. (43:40) Biggest loser in business in 2025: Delaware (45:15) Biggest business surprise in 2025 (47:19) Best corporate governance trend from 2025: Renewed and strong focus on ethics. (50:00) Worst corporate governance trend from 2025: Partisanship (50:58) What’s the biggest corporate governance trend to watch out for in 2026: the role of politics in the boardroom (51:35) One piece of advice for directors heading into 2026: the role of AI in the boardroom and in the company David Berger is a partner at Wilson Sonsini and the President of the American College of Governance Counsel. 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