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David Berger: On Purpose, Dual-Class Stock, LTSE, Board Diversity, SPACs, Shareholder Activism and More.
Episode 24
Published 5 years, 6 months ago
Description
- (1:40) - Start of interview
- (2:10) - David's "origin story"
- (3:44) - His start with Wilson Sonsini in 1989.
- (6:11) - His experience serving as a board member, and why he thinks corporate America has lost out on having lawyers as directors. His for corporate boards have included California Culinary Academy, and currently LTSE.
- (7:41) - His take on the Long Term Stock Exchange.
- (9:47) - His thoughts on why companies should list on the LTSE ("the market is wide open").
- (11:03) - His take and role as an Advisor to the American Law Institute's Restatement of Corporate Governance.
- (13:22) - His take on the Business Roundtable Restatement of the Purpose of the Corporation (2019)
- (14:05) - Some historical context for purpose of corporation debate (stakeholders vs stockholder primacy).
- (16:49) - His advocacy in favor of dual-class stock.
- (20:27) - His dislike of time-based sunset provisions, as proposed by CII ("one-size-fits-all sunset provision").
- (24:42) - His take on distinguishing dual-class stock and a listing on the LTSE.
- (25:55) - His view on tenure-voting.
- (28:52) - His take on duties of directors in VC-backed companies in conflicted situations, since the Trados case.
- (32:14) - The governance risks that he sees with the emergence of SPACs in 2020.
- (34:53) - His take on the soaring stock market and the current tech boom.
- (36:34) - His thoughts on WFH after pandemic and how it has impacted law firms and other sectors.
- (37:47) - His take on shareholder activism this year, and what's next (activity will pick up in spring 2021). His advice for companies and boards is to think about long term plans:
- Economic message: growth plan for the long term must be communicated early and often to stockholders.
- Governance message: focus on diversity at all levels, especially at the board level.
- Public message: stakeholder and ESG concerns.
- (44:06) - His take on California's SB-876 and AB-979 laws and the future of boardroom diversity.
- (46:49) - Next big issues for boards and directors:
- Globalization
- Measuring externalities (such as carbon emissions).
- (48:18) - His favorite books:
- The Invisible Man, by Ralph Ellison (1952)
- In Search of Lost Time, by Marcel Proust (1913-1927)
- The Diary of Anne Frank, by Anne Frank (1947)
- Zen and the Art of Motorcycle Maintenance, by