Last week, I attended the Berkeley Fall Forum on Corporate Governance – where I heard lots of candid perspectives on today’s boardroom challenges. The sessions covered everything from AI oversight to the shifting regulatory and geopolitical landscape, to new paradigms for shareholder democracy, to the latest venture capital drivers – and more. Here are a few topics that are sticking with me:

– CEOs on Soapboxes

– Celebrity CEOs can be strategic – people are drawn to authenticity.

– In some ways having a CEO without a filter can also protect from going viral in a bad way – when everyone knows it’s their personality, it takes away the element of seeing someone “misbehave.”

– Don’t over-lawyer or over-polish.

– “The press release is disappearing. A LinkedIn letter to employees says more.”

– Governance in the Age of Permacrisis

– Boards and execs must define their lane and align with mission. You can’t speak out on everything, and you also need to remember that the loudest voices aren’t always the most representative.

– Additionally, the “majority” view isn’t necessarily where the trendline is moving.

– Everyone needs to pause and reflect before reacting, think of the mission, and recognize influential emerging views. “You need someone in the room who can say no.”

– VC Landscape: Quality Over Quantity

– Seed-stage “graduation rates” are rising, but VCs want quality investments.

– The Rule of 40 still rules. Companies need big growth, current profitability, or a clear path to profitability within 6–12 months.

– VCs are wanting board observer seats to avoid the risk of fiduciary duties while still having the right to be in the room. This can create difficult situations for founders – in-house counsel can help by helping to build the muscle around going into a closed session to protect privilege or sensitive information.

– Companies/founders need to understand the liquidation stack and know “you don’t get something for nothing.”

– 2026 Incorporation Advice

– The debate around Delaware vs. Nevada is heating up – but the percentage of Nevada-based companies is still small compared to Delaware. The consensus right now is still that Delaware is unmatched in its deep bench of case law and responsive judiciary.

– For dual-class, founder-led companies, Nevada may offer more certainty that the board will get the benefit of the business judgment rule for future transactions, and shareholders have already indicated trust in the founder by way of investing in a dual-class company.

– Currently, there are no state discounts on D&O insurance based on where you incorporate, so this shouldn’t be the driving force of your decision. Carriers are monitoring securities litigation trends – and mandatory arbitration provisions may also factor in.

– AI Strategy & Board Oversight

– Boards are asking: How can AI make or save us money (or both)?

– The challenge is balancing speed with responsible governance. Reverse mentoring, interdisciplinary management-level committees, and director data fluency + quarterly updates are emerging best practices.

– Most boards are not creating a standalone technology committee at this time – the impact of AI affects topics already covered by each of the existing committees.

– On the impact of AI on today’s workforce, panelists discussed the importance of thinking strategically to reskill and upskill in a way that helps retain workers – and positive corporate culture.

– Shareholder Democracy & Fragmentation

– Voting choice expansion and stewardship disaggregation are reshaping engagement.

– Have certain firms been too influential? Will Rule 14a-8 shareholder proposals go away? “Be careful what you wish for…”

• “Fragmentation is here.”

• “Votes against directors may become the outlet for shareholder sentiment.”

– The goal of voting choice and similar programs is to improve corporate governance over time, by bringing different voices into the system. Individual investors with an economic interest may have different perspectives on what they want from their investments.

– Asset managers are publishing data about the participation levels in voting choice – and policy selections – to help companies forecast voting outcomes in this new fragmented world.

– “It’s more important than ever to understand what investor base looks like.”

– Government Affairs in a Deregulation Era

– It’s not deregulation – it’s re-regulation. But if it re-regulates in an unpredictable, “playing favorites” way, the cost of capital will increase.

– Companies are hiring policy advisors earlier, navigating federal funding, state action, and shifting political winds.

– To be able to make strategic decisions, try to see through the day-to-day swings to understand the big-picture goals.

– Liz Dunshee