Boardroom Governance with Evan Epstein

Elizabeth Pollman: Startup Governance & Regulatory Entrepreneurship

Episode Summary

In this episode, I talk with Elizabeth Pollman, a Professor of Law at the University of Pennsylvania Law School. Elizabeth is a leading corporate law scholar focused on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. In this conversation we discuss two of her articles on startup governance and regulatory entrepreneurship. We cover some foundational questions in a field that has been under-researched in comparison to public companies. At the end of our conversation we go through a set of rapid-fire questions, where we get to know a more personal side of Elizabeth.

Episode Notes

  1. Start of Interview [1:51]
  2. Motivation for writing her Startup Governance Article [3:22]
  3. Why are companies "staying private" for longer [6:18]
  4. The JOBS Act amendment of Section 12(g) of the Exchange Act [7:30]
  5. Discussion on secondary markets for private shares [10:00]
  6. Challenges of startups "staying private forever" [11:54]
  7. Distinctions between public and private market regulatory frameworks [13:36]
  8. The vertical and horizontal startup governance issues [18:14]
  9. Distinctions between preferred and common shares in VC-backed companies [19:54]
  10. Monitoring failures in startup companies [27:50]
  11. Dual Class Shares and Sunset Provisions [32:43]
  12. 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]
  13. Legal Factors that affect regulatory entrepreneurship [44:18]
  14. Books that have influenced her life: On The Road and Ownership of Enterprise [46:30]
  15. Her mentors [50:50]
  16. 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”
  17. Unusual habit or an absurd thing that she loves: Yayoi Kusama's art [57:05]
  18. 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.