Mark Molumphy: "Boards of Directors Routinely Fail to React Properly in Times of Crisis"

Start of interview [1:12]Mark's "origin story" [2:02]How he got started with Cotchett, Mitre & McCarthy (1993) [3:40]His current practice focusing on corporate governance cases [5:03]His opinion on current state of corporate governance in public companies:Increased focus on diversity on boards [7:27]Data Breaches, Privacy and Cybersecurity "one of the hottest areas" [10:03]His take on the current TikTok situation (forced sale by US President) [12:08]"The CISO is the most important executive after the CEO [in IT companies]" [13:27]In 20 years of practice, he sees the same familiar patterns: "there seems to be [when things go wrong] an inability to react properly by directors in times of crisis. A failure of the board to have some type of process in place to deal with something that was unforeseen." [15:30]His take on dual-class shares and the WeWork case. How going public puts the company at "a whole other level in terms of scrutiny of governance practices." "The dual-class is a red flag." [17:15]They are looking for "an imbalance in voting power", questionable transactions, inspections demands (books and records), conflicts of interest, self-dealing, insider-trading [21:29]How they investigate their cases: books and records requests, private investigators, disgruntled employees, experts in the field. [24:21]Litigation in private companies, including venture-backed companies: "there has been an uptick in the last year or two" [27:14]"If you think it's difficult to get information [for litigation purposes] from a public company (with shareholder inspection demands), it's 10x worse in the case of private companies." [33:11]His experience deposing directors of private venture-backed companies [36:12]His opinion around the debate of the purpose of the corporation [38:40]How he sees the future of shareholder litigation: more cybersecurity litigation (companies should have specific cybersecurity committees) and board committees litigation. [40:20]His take on exclusive federal forum provisions (bylaw amendments) [42:12]His take on trend of California companies and employees leaving the state [47:40]His favorite books: [48:50]Team of Rivals (on Abraham Lincoln) (2006) (by Doris Dearns Goodwin)Dead Wake: The Last Crossing of the Lusitania  (2016) (by Erik Larson)His professional mentors: [51:40]Susan IllstonJoe CotchettHis favorite quotes: [53:59]John Madden: "Don't worry about the horse being bling, just load the wagon."Warren Buffett: "Only when the tide goes out do you discover who's been swimming naked.”His "unusual habit" that he loves: walking with his bulldog every morning to pick up the newspaper. [56:26]The living person he most admires: his parents from "the Greatest Generation" [57:14]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  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