Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. In this episode we discuss WSGR's 2023 Silicon Valley 150 Corporate Governance Report. We talk about some of its findings, include the evolution of virtual meetings, board committee structures, board and officer diversity, dual-class share structures, ESG disclosures, compensation, shareholder activism and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel.
(0:00) Intro.
(0:55) About the podcast sponsor: The American College of Governance Counsel.
(1:41) Start of interview.
(2:21) Richard's "origin story." His position as Chair of WSGR's public company practice and Chair of the Nasdaq Listing and Hearing Review Council.
(7:30) On the origins and focus of WSGR's 2023 Silicon Valley 150 Corporate Governance Report.
(12:00) What findings were most surprising or unexpected in this year's report? Discussion on ESG disclosures.
(14:40) On ESG backlash and regional differences. Importance of (institutional) investors.
(15:36) On some SV150 companies leaving their CA HQs (both to other states and decentralizing with no HQ). Impact of diversity disclosure laws (SB-826 and AB-979) and taxation.
(18:48) Incorporating in Delaware vs other states (prompted by Elon Musk's desire to re-incorporate from DE to TX). FYI 143/150 (95%) of the SV150 are incorporated in Delaware.
(23:25) On evolution of virtual meetings (board and stockholder meetings).
(26:15) On evolution of board committees structure and focus (ie. ESG/sustainability, Cybersecurity/privacy, Human Capital, Technology, AI).
(32:13) Impact of Nasdaq Board Diversity Rule. *5th U.S. Circuit Court of Appeals upheld the rule (October 2023). Gender diversity in SV150: 33% boards, 22% C-level execs, 5% CEOs.
(36:09) On Dual and Multi-Class Share Structures in SV150 (~30% of SV150 have them. ~91% have sunset provisions).
(39:40) Shareholder Activism in SV150 (~8%) and impact of new SEC Universal Proxy Rules.
(44:24) Looking ahead, what key governance issues should SV150 companies be preparing for in the next few years? Climate disclosure rules (EU, CA, SEC, investor requirements, etc) and AI.
(47:00) Increase in antitrust and other regulatory enforcement. "We are in a high enforcement regulatory environment."
(49:24) Book that has greatly influenced his life:
(49:50) His professional mentors (WSGR):
(50:35) Quotes that he thinks of often or lives her life by: "If you start right, it's easy to end right. But if you start wrong, it's very, very difficult to get on the right path and end right" by Joseph Smith.
(51:10) An unusual habit or absurd thing that he loves.
(51:58) The living person he most admires: his parents.
Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. He practices corporate and securities law with a focus on public company representation, corporate governance, and public offerings.