Roy Shapira: Europe’s Corporate Sustainability Directive and Its Impact on U.S. Board Oversight Duties

(0:00) Intro (1:30) About the podcast sponsor: The American College of Governance Counsel (2:17) Start of interview (3:01) Roy's origin story.  (6:35) About the EU Corporate Sustainability Due Diligence Directive ("CS3D"). His paper co-authored with Luca Enriques and Matteo Gatti: How the EU Sustainability Due Diligence Directive Could Reshape Corporate America (2025) (9:28) The Political Climate of ESG, and divide between US and EU. *On March 15, 2025, Tennessee senator Bill Hagerty filed "Protect USA Act", an anti-CS3D bill. (12:45) Extraterritorial Reach of the CS3D (14:20) What US board must do to comply with CS3D (16:32) Oversight Duties Under U.S. Law ("Caremark Duties") (23:10) Linking Caremark Duties with CS3D (26:00) Sanctions for Non-Compliance with CS3D (29:47) Compliance and Enforcement Mechanisms (33:35) Changes to Delaware Corporate Law. Reference to Delaware's SB21 (34:26) Changes to Section 144 (controlling shareholder transactions)  (37:15) Changes to Section 220, Shareholder Inspection Rights (41:33) Changes to independent director analysis by Delaware's SB21 (45:29) Geopolitical Tensions and Corporate Governance. "My general theme is that I don't envy being a director right now." (46:48) The Impact of Specialist Directors. See his 2024 paper with Yaron Nili here. (48:27) Books that have greatly influenced his life.  (49:10) His mentors.Professor Mark Roe (Harvard Law School)Professor Luigi Zingales (Chicago Business School) (49:50) Quotes that he thinks of often or lives his life by: "Control what you can control." (50:27) An unusual habit or an absurd thing that he loves.  Roy Shapira is a Professor of Law at Reichman University in Israel. He focuses his research on reputation, regulation, and corporate governance. 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