Board Chair Series Episode 4: Evan Epstein
Boardchair Series with Evan Epstein: Beyond the Headlines of Silicon Valley’s AI Boardrooms
As the artificial intelligence revolution enters a more formative phase, the innovative corporate governance playbooks drafted by its pioneers are now being put to the test in the heart of Silicon Valley.
These AI companies, which are some of the world's largest private companies with valuations comparable to G20 nations, are publicly navigating and resolving significant tensions among profit, the public good, global competitiveness, and national security.
For this episode of the Boardchair series, David Beatty is joined by Evan Epstein, founding Executive Director of the UC Center for Business Law San Francisco. Calling in from the front lines of the Valley, Evan will share candid field notes on the following headlining issues:
- The Shift to Public Benefit Corporations (PBCs): Why AI pioneers like OpenAI and Anthropic chose the PBC model over traditional C-Corps, and the "fiduciary double-bind" of balancing shareholder profit with the public good.
- Unprecedented Board Structures: A look inside the $130 Billion OpenAI Foundation (where a non-profit charity maintains 100% voting control over a for-profit giant) and the "Public Benefit Paradox" of Anthropic’s Long-Term Benefit Trust (where a separate trust board can override the corporate board).
- The Governance of Defiance & Legal Fallout: An analysis of the boardroom decisions at Anthropic that led to a high-stakes standoff with the US Department of War, alongside the fiduciary lessons emerging from the Musk vs. Altman "Founding Agreement" legal battles over OpenAI’s mission and structure.
- The $90 Billion Secondaries Market: How the trend of companies staying private longer impacts shareholders, reporting, compliance, and long-term governance implications.
This session will focus strictly on corporate governance innovations and challenges within these organizations, rather than the technologies behind these companies.
Join us on April 1st at 12:00 PM EST for a brisk, high-level dialogue on how the boardroom is adapting when the stakes happen to be the future of global innovation and accountability.
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Speaker Highlights
Open AI Fiasco
Sam Altman's firing and the ensuing events that unfolded at OpenAI.
Power Loop
In Silicon Valley and venture capital, the "power law" is crucial: a few companies generate the majority of returns.
Exhibit 1, OpenAI
The most significant example of innovative corporate structuring is OpenAI, the pioneer behind generative AI technologies like ChatGPT.
Evan Epstein
Evan Epstein is the founding Executive Director of the UC Center for Business Law San Francisco, and Adjunct Professor at UC Law SF.
Professor Epstein has advised founders, executives, directors and investors for over 17 years in Silicon Valley and internationally. He has been retained as an expert in corporate governance litigation both in the U.S. and abroad, particularly involving fiduciary duties of corporate directors. In 2023, Mr. Epstein was named one of the most influential leaders in corporate governance by the National Association of Corporate Directors (NACD) as part of the 2023 NACD Directorship 100™, an annual list of leading corporate directors and governance advocates. He was included among the top 50 governance professionals “who exemplify the knowledge, leadership, and excellence that our organization promotes.”
Evan is also the founder and managing partner of Pacifica Global, a corporate governance advisory firm based in San Francisco, California. He is the host of the Boardroom Governance Podcast (ranked #1 in its category) and the author of the Boardroom Governance Newsletter (on Substack). Prior, Evan was the Executive Director of the Arthur and Toni Rembe Rock Center for Corporate Governance, a joint initiative between Stanford Law School and the Stanford Graduate School of Business.
Evan holds a JD (equivalent) from Pontificia Universidad Católica de Chile and an LL.M. (Master of Laws) in Corporate Governance and Practice from Stanford Law School. In addition, he was part of the exchange program “Cycle du Diplôme” at Sciences-Po in Paris, France.
Our Hosts
David R. Beatty, C.M., O.B.E., F.ICD, CFA
One of the world’s most experienced corporate directors and educators, David has served as a Director on 40 boards in Canada, America, Mexico, Australia and England. He has been chair of 11 companies, nine public and two private.
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