startup governance

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enSeptember 05, 2023

Insights from Silicon Valley: Who’s Up, What’s Down & Why it Matters.

0:00 -- Intro [Evan Epstein]

1:30 -- Intro [David Beatty]

3:50 -- Start of interview.

4:55 -- Discussion on unicorns. [see research on unicorn exits].

9:17 -- On the rise of private markets.

11:57 -- On startup governance.

15:31 -- The importance of governance in downturns (in contrast to bull markets).

16:32 -- Elon Musk and his companies.

18:42 -- On layoffs in the tech industry this year.

20:05 -- How boards are adapting to the "digital tsunami" (board composition: age, 'tech savvy' directors, etc).

23:21 -- On cybersecurity in the boardroom.

29:00 -- On the surge of the electric vehicle (EV) industry and the IRA Act. Geopolitics and supply chain divestment from China.

36:26 -- The impact of the pandemic in Silicon Valley, particularly on remote work and tech migration. An opportunity for Canada.

38:36 -- On Sam Bankman-Fried (FTX collapse).

41:15 -- Innovation by large established tech companies vs entrepreneurs/startups. Zero to One and The Power Law books.

46:34 -- On dual-class share structures.

50:58 -- On climate tech and Silicon Valley.

53:39 -- B-corps and public benefit corporations. [You can also check out E14 with Frederick Alexander on this topic]

56:37 -- On ESG and shareholder activism. The Exxon Mobil proxy fight. The "anti-ESG" movement in the US (for example: Florida pulling $2B from BlackRock in largest anti-ESG divestment)

58:23 - Final words.

David R. Beatty is a Professor at Rotman School of Management at the University of Toronto and the Faculty Director of the David and Sharon Johnston Centre for Corporate Governance Innovation.

You can find a video recording of this event [for a limited time] in this link.

You can follow Evan on social media at:

Twitter: @evanepstein

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enDecember 05, 2022

Kendrick Nguyen: "There is No Question in my Mind that Retail Capital is Coming to the Private Markets."

Intro.
(1:11) - Start of interview.
(3:04) - Kendrick's "origin story". He was born in Vietnam and grew up in the Bay Area. After law school he worked at Goodwin Procter for a couple of years before taking a position in-house for a large fund-of-funds (Permal Group) in NYC. He then worked at the Stanford Rock Center with Joe Grunfdest. After Stanford, he joined AngelList as the GC, and launched Republic in 2016.
(4:37) - On the origin and mission statement of Republic. In 2016, Reg CF allowed equity crowdfunding from unaccredited investors for the first time. The vision is that "there will be a seismic shift of consumers wanting to be investors." "We call this the ownership economy." "This will become the dominant driving force in changing VC and PE, and broadly speaking, the financial markets in the coming years."
(7:58) - The evolution of equity crowdfunding in the last 5 years. "It took the SEC 5 years to increase the cap from $1 million to $5 million in Reg CF, and $75 million in Reg A, effective since March 2021. "The first 5 years was slow, but now Republic has deployed $700 million in capital and much of it (over $600 million) came in the last 18 months."
(10:13) - International crowdfunding. The UK allowed equity crowdfunding before the US, it has been a very successful model, the cap is $15 million and there are tax advantages to invest via crowdfunding. "About 20% of all early fundraising in UK tech startups comes from equity crowdfunding."
(11:30) - Equity crowdfunding in the U.S. in 2020.
(12:28) - Republic's different platforms. "Republic is as much a legal tech company as it is a just a tech company."
(14:43) - His take on the evolution and growth of private markets: "There is no question in my mind that retail capital is coming to the private markets." "There will be many changes, mimicking changes in society." "This will give rise to a new multi-trillion market that will probably eclipse the size of VC and PE if you're just looking at tech."
(18:17) - How "retail capital" will impact corporate governance (where institutional investors has reigned in both public and private markets). "Private companies will soon have a lot more stakeholders, including thousands investors from the customer base."
(21:57) - How will venture capital change with the rise of retail capital. "The very top VCs (those with real value add) will remain important players, but the next cohort of VCs will need to be nimble to adjust to 1) the new forces of retail capital; and 2) other sources of capital that will enter the space." "The flow of capital will be more robust (from retail capital and high net worth capital) and it will challenge the VC market."
(26:11) - How will VC-backed companies (or retail-backed companies) change the composition of their board or their corporate governance? "One of the advantages of raising $5 million in crowdfunding from tens of thousands of investors is that it is very founder-friendly, it does not come with a board seat." "It's still very early in the evolution of retail capital to work out these details." "Retail investors (tens of thousands of customers that may only invest $10 or $20 each in the company) may care more about the social narrative, liability or image of the company than their return on investment."
(29:00) - Crowdfunding stories from Gumroad (raised $5 million from thousands of investors in 12 hours), Backstage Capital (raised $5m in exchange for 10% of the management fees and carried interest in the VC firm), Bucket List (raised ~$3m from ~30,000 investors), Robot Cache (a gaming company that raised ~$30m in a Reg A fundraising over 2 weeks) in the Republic platform.
(31:21) - Some corporate governance implications of having retail investors in the cap table in private companies.
(38:13) - How crypto has impacted the fundraising scene. Republic itself has raised ~$70 million since its founding, ~$50 million in equity and about $20 million in a token offering. Since 2018, Republicy Crypto has been on the forefront of the U.S. regulated securities fundraising in the blockchain space.
(44:44) - On the governance of Blockchains, could it disrupt corporate governance itself and thoughts on Decentralized Autonomous Organizations ("DAOs"). "[One issue] is that organizations [in my subjective experience] tend to have a group of people that have superior knowledge, dedication and drive [so the idea] of consensus decision-making is challenging. It sounds good in theory but in practice is it compatible with building a complicated organization?" "Institutional investors are still not 100% on board with crypto."
(53:05) - A recent book that he recommends: The 15 Commitments of Conscious Leadership (2015), by Jim Dethmer and Diana Chapman.
(53:25) - His mentors:
1. Joe Grundfest, Stanford Law School.
2. Naval Ravikant, Co-Founder of AngelList.
(54:15) - Quote that he thinks of often, or lives his life by: "Happiness is success."
(55:35) - An unusual or absurd habit that he loves: Sleeping in sofas, even when there is a comfortable bed!
(56:17) - The living person he most admires: there isn't one person (other than his parents). There is something to learn from everyone.

Kendrick Nguyen is the Founder and CEO of Republic, a private investing platform launched in 2016 for investors seeking high growth potential across startups, gaming, real estate, and crypto.

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 @evanepstein

LinkedIn https://www.linkedin.com/in/epsteinevan/

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enSeptember 27, 2021

Donna Anderson, Head of Corporate Governance at T. Rowe Price: "This Has Been A Very Surprising Proxy Season"

Intro.
(1:30) - Start of interview.
(2:14) - Donna's "origin story": She grew up moving a lot since her dad was a Navy pilot. She attended Trinity University (started at 16). After college she worked as a newspaper reporter at a small daily in Washington State and then worked in the PR office for the State Department in Brussels. She later got an MBA at the University of Texas at Austin with the objective of becoming an investment analyst. After graduation she joined Dyer, Robertson & Lamme (’96-’98) in Houston as an equities analyst. She then joined Invesco (’98- ‘07) as director of equity research, including responsibility for voting the proxies. She joined T. Rowe Price (’07- Present) with a specialty in corporate governance.
(6:34) - Her description of T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.59 Trillion of AUM. "This firm is virtually all active management (95%)." It's pure play asset management, deeply rooted in fundamental investment research. Corporate governance became more relevant around the time of the financial crisis (2007), so a decision was made to create a corporate governance specialty group.
(10:42) - How does T. Rowe Price think about its corporate governance function? "I think that our corporate governance approach is complementary to the passive investors." "We have a set of guidelines but nobody gets wedded to that, we approach each situation case-by-case." "This year brought so many exceptions, such as compensation during the pandemic." They look at every single vote. The proxy team is comprised of 3 people. They have a separate responsible investment team that covers ESG matters.
(17:21) - On ESG and its impact on corporate governance: T. Rowe Price had 1,002 engagements with companies in 2020: 53% dealt with ESG matters. The job of the ESG folks is still centered around getting the information they need (disclosure of relevant data is still an issue with ESG). "We have a very disproportionately large footprint in small and mid cap companies, plus private companies, and they need a lot of coaching on ESG, DEI or corporate governance matters."
(20:11) - On corporate governance of private companies (pre-IPO). We are early in the life-cycle of these companies so we can show them what are the corporate governance trade-offs (particularly from the shareholder side).
(24:14) - Her take on dual-class share structures (enlightened by her role in the private investments valuation committee at T. Rowe Price). They plan to be long term investors, so they make sure that the companies that they have invested in understand the trade-offs involved in decisions such as having dual-class shares (for example, exclusions from S&P500 index if dual class shares don't expire). "It's reasonable to start with a classified board and graduate to an annually elected board later." On dual-class shares: "over time we have concluded based on years of experience that [the dual-class share structure] is not aligned with our interests... but...we are perfectly comfortable with a time-based sunset provision of 7 to 10 years." "This is a market where dual-class stock is accepted, so we think that a road-map idea and compromises like time-based sunset provisions are the right pragmatic solutions" "I think a lot of investors view that sunset provisions are the perfect compromise in this market, where there are not many alternatives."
(29:39) - Her take on the current proxy season: "This was a very surprising year but I would not put [the Exxon proxy fight] on that bucket. Anyone that was surprised by that outcome was not playing close enough attention." "We don't see [the Exxon case] as a watershed event where investors will push E & S directors into boardrooms." "I think the conditions were very Exxon specific and that same fund with those same directors brought at any other company would have had a different outcome."
(30:46) - On compensation issues in this proxy season. "We've been really surprised at how investors had their pitchforks out over companies that made comp changes in the heat of the moment in Q2 last year."
(31:32) - On how some large shareholders flipped their views in favor of E&S shareholder proposals. "Those results were surprising to me and to a lot of companies."
(32:31) - On the shareholder proposal process: "I think that shareholders have yet to reckon with the fact that the shareholder proposal process in this market has been taken over by non-shareholders [such as advocacy groups including E&S activist groups 'harnessing the power of shareholders' to foster social change]" "I think it's really questionable whether some of these activists actually want [companies such as] Amazon, Exxon, Chevron or Kroger to exist in 10 years." It's questionable whether these groups are aligned with shareholders interests.
(34:04) - On companies arm twisting to bullying on vote outcomes this proxy season: "The Sunday night late calls that we've gotten, the votes put on hold for some time, this kind of thing is not allowed in other markets but it is allowed here. I thought this year they were particularly aggressive. I hope it's not a trend but I've been pretty alarmed by the lengths that the companies went through to engineer an outcome that is not real."
(36:35) - On board diversity: "This is an area where the pace of progress is pretty surprising, and what it took to get there was shareholders coalescing around board diversity." T. Rowe Price wrote a letter to support the Nasdaq board diversity proposal. "Our take on board diversity is that [there must be a target], whether you want to call it a quota or not. If it's only aspirational guess what, the progress is very, very slow."
(36:35) - On the Business Roundtable "purpose of the corporation" restatement (2019). "I don't put a lot of stock in it." See "The Illusory Promise of Stakeholder Capitalism" Bebchuk & Tallarita (2020). Also, if you talk to IR professionals, it's clear that shareholders are still a priority for companies.
(43:58) - The books that have greatly influenced her life:
1. Wuthering Heights (1847), by Emily Brontë.
2. Seven Choices (2003), by Elizabeth Harper Neeld.
3. Caste (2020), by Isabel Wilkerson.
(45:47) - Her mentors:
1. The editor at the newspaper where she worked post college that taught her how to write, in a week.
2. Brian Rogers (former Chairman and CIO at T. Rowe Price).
(47:21) - Her favorite quotes:
1. "You can get so much farther with a kind word and a gun than with a kind word alone" by Al Capone.
2. "A man who carries a cat by the tail learns something he can learn no other way" by Mark Twain.
(48:08) - Her "unusual habit": searching weird rocks!
(59:04) - The living person she most admires: "women crushing it in a male dominated field" (ie Angela Merkel, Oprah, etc.) but she's fascinated by Mellody Hobson, co-CEO and President of Ariel Investments.

Donna Anderson, the Head of Corporate Governance at T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.5 Trillion of AUM. Donna leads the policy-formation process for proxy voting, chairs the firm’s Proxy Committee and leads the firm’s engagement efforts with portfolio companies. She serves as a specialist for incorporating ESG considerations into the firm’s investment-research process. She is also a member of the firm’s Valuation Committee and the Women’s Roundtable Advisory Council.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

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diversity equity and inclusion

enJune 28, 2021

dei

compensation

corporate governance

environmental social governance

Sukhinder Singh Cassidy: "People Want The Experience They Don't Have In Their Day Job."

(1:50) - Start of interview
(2:23) - Sukhinder's "origin story"
(2:58) - Her start in Silicon Valley in 1997. She characterizes her career as "always building".
1. Junglee - Amazon ('98-99)
2. Yodlee ('99-'03)
3. Google ('03-'09)
4. Accel-Polyvore ('10)
5. Joyus ('11-'17)
6. TheBoardlist ('15-present)
7. Stubhub ('18-'20)
(6:50) - Her boardroom experience (J Crew Group, StichFix, TripAdvisor, Ericsson, Urban Outfitters, Upstart...). "Your job is one of influence, and one of bringing specialization - in my case I brought e-commerce and digital [to my first board]." "Boardrooms are increasingly open to the idea of non-CEO specialists - allowing the possibility to bring more modern and diverse skill-sets into the boardroom."
(9:35) - The boardroom diversity problem, and why she founded TheBoardlist in 2015.
1. Bring more equity to the table.
2. Bring all the talent to boardrooms.
(11:50) - Why diversity is a bigger problem in private (venture-backed) companies than in public companies.
(13:40) - The evolution of TheBoardlist since 2015. Started as a crowdsourced list of people who could serve on boards, first tapping a group of 30 executives/founders/entrepreneurs such as Reid Hoffman, Michael Dearing and Joanne Bradford - resulting in 600 names added in an excel spreadsheet and a very simple website. Today TheBoardlist has about 17,000-18,000 members, divided in the following categories:
1. Nominated director candidates.
2. Nominators
3. Companies that are searching for board members.
(16:29) - Since then, there have been ~2,000 board searches in TheBoardList. There has been a 4x increase in board searches since the MeToo and BLM cultural crisis. 75% of board searches are for private companies, 25% for public companies. Within the private companies: equally divided between early, mid and late stage. It's a "discovery platform" (curated list with recommended board candidates) it's not a "placement platform."
(19:09) - Her take on the evolution of venture-backed company boards (and independent directors). "Often the independent board seat goes unfilled after the Series A or B."
(22:28) - Choosing between a private and public company board position. "People want the experience they don't have in their day job." (board allows not only to contribute, but also to learn). Her advice to founders: "Often, you might be able rent unto the board the experience you can't afford to hire yet as a day job." You can craft a board seat for 1 or 2 years.
(26:06) - Attracting more experienced directors to startup boards (as chairs or lead independent directors). Distinction with coaches. CEO reviews. "Every team needs a coach."
(31:24) - Her take on SB-826 and AB-979 (California board diversity laws). "SB-826 has moved the needle." "Tokenism is about how you treat somebody once they get there."
(35:25) - "The one thing that we need and that is missing is a conversation about board terms." Board Refreshment is critical for board diversity.
(36:27) - Her take on dual-class share structures and other control structures.
(39:46) - Her take on the shareholder primacy vs stakeholder debate. "Customer activism and employee activism are real and enduring trends."
(43:41) - Her take on shareholder activism. Conflict between short term results vs long term strategy. "Directors need more courage than ever before." "You need to be both hopeful and paranoid as a director (and willing to put in the work) to help create a company with that bifocal lens."
1. As a board member, you have to be really attuned to this issue because there are proven financial returns to activists.
2. It forces companies to confront issues that they would otherwise not confront in a reasonable time frame.
(47:17) - Her favorite books:
1. Good to Great, by Jim Collins (2001)
2. Strategy Beyond the Hockey Stick, McKinsey & Company (2018)
3. The Seat of the Soul, by Gary Zukav (1989)
(48:48) - Her mentors (her dad was her absolute mentor). Group of mentors in Silicon Valley including founders of Junglee, Omid Kordestani (Google), different board members.
(50:49) - Her favorite quote: "You don't know if you don't try"
(51:00) - Her "unusual habit": shopping, knitting.
(51:38) - The living person she most admires: her Sikh spiritual leader.
(53:14) - Her parting thoughts for directors.

Ms. Singh Cassidy is currently the Founder and Chairman of theBoardlist, and most recently served as the President of StubHub Inc, the leading global consumer ticketing marketplace for live entertainment. In February 2020, StubHub was acquired by Viagogo for $4bn, in a transaction led by Sukhinder and her team. She is currently a director of Upstart and Urban Outfitters. Ms. Singh Cassidy previously served on the board of Tripadvisor and Ericsson until 2018. Ms. Singh Cassidy holds a B.A. in Business Administration from the Ivey Business School at Western University.

Follow Evan on Twitter @evanepstein

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enJanuary 04, 2021

Kate Mitchell: Applying a Growth Mindset to Boards.

Start of Interview [1:22]
Kate's path to the Venture Capital ("VC") industry [2:00]
Kate's path to serving on boards [5:18]
Distinctions between serving on private and public boards [8:43]
1. The investor nominated director [9:10]
2. The role of the independent director [12:47]
3. Directors representing preferred stock, and longer term horizons [13:51]
4. In a startup board, "all constituents are around the table, or right outside the door coding" [15:10]
Startups staying private for longer, and effects on liquidity (secondary markets) [18:25]
History of the JOBS Act: 5 capital formation bills to improve access to capital for startups [25:50]
Kate's take on dual class shares [32:53]
The Long Term Stock Exchange [38:26]
The importance of IR and leadership. Example: Jeff Bezos' Amazon shareholder letters. [35.33]
Sunset Provisions [37:12]
The Governance of Unicorns [43:17]
Diversity and inclusion initiatives. Examples: ILPA, NVCA, Him for Her, SWB, etc. [47:10]
Her favorite book: "The Tale of Two Cities" by Charles Dickens [53:36]
Her take on "Composite Mentors" [55:36]
Her favorite quote [59:01] “Kites rise highest against the wind, not with it” Sir Winston Churchill.
The living person she most admires: the Notorious RBG [01:01:00]

Kate Mitchell is a co-founder of Scale, a Silicon Valley-based firm that invests in early-in-revenue technology companies that are looking to scale. She and the Scale team have backed successful, high growth companies including ExactTarget (Salesforce), RingCentral (NYSE:RNG), HubSpot (NYSE:HUBS), Box (NYSE: BOX), DocuSign, and Omniture (Adobe).

Kate is past chairman and board member of the National Venture Capital Association (NVCA) and is active in policy matters that impact entrepreneurship, start-ups, innovation and inclusion. She co-authored the IPO section of the 2012 JOBS Act and is currently working on additional legislation to help small company IPOs. In 2014, Kate co-founded the NVCA Inclusion & Diversity Task Force (now called VentureForward), which focuses on advancing opportunities for women and minorities across the venture ecosystem. Mitchell received the NVCA Outstanding Service Award in 2013 for her policy work on behalf of the venture industry.

She currently serves on the boards of SVB Financial Group (NASDAQ:SIVB), Fortive Corporation (NYSE:FTV) and the Silicon Valley Community Foundation, and she is a charter member of Environmental Entrepreneurs (Silicon Valley). Kate is also a Kauffman Fellows mentor, a member of the NASDAQ Private Market Advisory Board, and a commentator on technology trends for CNBC Squawk Alley.

___

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enJune 08, 2020

Elizabeth Pollman: Startup Governance & Regulatory Entrepreneurship

Start of Interview [1:51]
Motivation for writing her Startup Governance Article [3:22]
Why are companies "staying private" for longer [6:18]
The JOBS Act amendment of Section 12(g) of the Exchange Act [7:30]
Discussion on secondary markets for private shares [10:00]
Challenges of startups "staying private forever" [11:54]
Distinctions between public and private market regulatory frameworks [13:36]
The vertical and horizontal startup governance issues [18:14]
Distinctions between preferred and common shares in VC-backed companies [19:54]
Monitoring failures in startup companies [27:50]
Dual Class Shares and Sunset Provisions [32:43]
The Premise for Regulatory Entrepreneurship Article (with Jordan Barry) [37:42]
1. Breaking the law and/or taking advantage of legal gray areas [39:20]
2. Seeking to grow "too big to ban" = "guerilla growth" [40:06]
3. Mobilizing users and stakeholders as a political force [41:20]
Legal Factors that affect regulatory entrepreneurship [44:18]
Books that have influenced her life: On The Road and Ownership of Enterprise [46:30]
Her mentors [50:50]
Her favorite quotes [55:02] Yoda's "Do. Or Do Not, There is No Try!" and Walt Whitman's “Dismiss Whatever Insults Your Own Soul”
Unusual habit or an absurd thing that she loves: Yayoi Kusama's art [57:05]
Where can people find Elizabeth's research [1:01]
1. Profile University of Pennsylvania Law School
2. SSRN Page

Elizabeth Pollman is an expert on corporate law, governance, and rights. She teaches and writes on a wide variety of topics in business law, with a particular focus on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. Her recent work has examined the distinctive governance of venture-backed startups, director oversight liability, corporate disobedience, companies that have business models aimed at changing the law, the trading of private company stock, corporate privacy, and the history of corporate constitutional rights.

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Twitter: @evanepstein

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