David Berger: On Purpose, Dual-Class Stock, LTSE, Board Diversity, SPACs, Shareholder Activism and More.

(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:GlobalizationMeasuring 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 Robert Pirsig (1974)(49:34) - Some of his mentors:Wallace Fowlie (at Duke).Bruce Payne (Ethics)Larry Sonsini (WSGR)(50:59) - His favorite quote:"Some men see things as they are, and ask why. I dream of things that never were, and ask why not" by Bobby Kennedy.(51:27) - His "unusual habit" that he loves the most:Elephants. His true passion is wildlife conservation.(53:51) - The living people he most admires:Jane GoodallIain Douglas HamiltonDavid Berger specializes in corporate governance and M&A litigation as well as rapid response shareholder activism and corporate governance risk oversight. David’s practice is an unusual blend of corporate governance advisory work and litigation, and he is nationally recognized for his expertise in both the boardroom and the courtroom. David also represents directors and companies in internal investigations and public companies on disclosure and SEC proceedings.Follow Evan on Twitter @evanepsteinMusic/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 You can follow Evan on social media at:X: @evanepsteinLinkedIn: 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

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