David Berger: Year-End Reflections on Corporate Governance and the Road Ahead

from Boardroom Governance with Evan Epstein · host Evan Epstein, David Berger

(0:00) Intro(1:31) About the podcast sponsor: The American College of Governance Counsel.(2:18) Start of interview. *Reference to prior episodes with David (E24 from Nov 2020 and E159 from Dec 2024)(3:22) 2025 highlights from the American College of Governance Counsel(4:55) The Rome Conference on AI, Ethics, and the Future of Corporate Governance(6:52) The Dual-Class Share Debate (reference to his paper Performance Leads Governance)(12:06) Emerging Governance Structures in AI companies, including Public Benefit Corporations (PBCs) "mission driven"(23:02) The AI Bubble Debate ("from a technology standpoint, I don't think we're in a bubble. From a valuation standpoint, we may be very well in a bubble.") Reference to my article on AI Washing Goes Criminal.(27:00) Big Tech vs. Little Tech Dynamics "We're going to have, at some point, a shakeout. It's impossible for all of these companies to be successful."(29:55) The Shift to Private Markets(34:15) Delaware's Governance Challenges (*reference to E194 on Silicon Valley 150 Report) "Since TripAdvisor, about 50 companies have left Delaware."(39:45) AI and Cybersecurity in the Boardroom(40:42) On Mandatory Arbitration(42:03) Biggest winner in business in 2025: Tech broadly, Silicon Valley particular.(43:40) Biggest loser in business in 2025: Delaware(45:15) Biggest business surprise in 2025(47:19) Best corporate governance trend from 2025: Renewed and strong focus on ethics.(50:00) Worst corporate governance trend from 2025: Partisanship(50:58) What’s the biggest corporate governance trend to watch out for in 2026: the role of politics in the boardroom(51:35) One piece of advice for directors heading into 2026: the role of AI in the boardroom and in the companyDavid Berger is a partner at Wilson Sonsini and the President of the American College of Governance Counsel. 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

What this episode covers

David Berger is a partner at Wilson Sonsini Goodrich & Rosati and the President of the American College of Governance Counsel. We dive into some of the most consequential issues facing directors today, including AI ethics and governance, dual-class share structures, and the emergence of new governance structures in technology companies. We also discuss whether we are in an AI bubble, the shifting dynamics of private markets, Delaware’s governance challenges, and the political forces now shaping boardroom decision-making.

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David Berger: Year-End Reflections on Corporate Governance and the Road Ahead

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This episode was published on December 23, 2025.

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