The Voice of Corporate Governance

The Council of Institutional Investors

Corporate Governance

Securities and Exchange Commission

Public Company Accounting Oversight Board

Critical Audit Matters

Delaware

Council Of Institutional Investors

Proxy Advisors

Institutional Investors

Artificial Intelligence

Executive Compensation

Audit Quality

Capital Markets Regulation

US Securities and Exchange Commission

Financial Statements

Sarbanes-Oxley Act

Investment

Shadow SEC

Delaware General Corporation Law

Global Network Firms

Non-Affiliate Firms

CII’s podcast is one of many platforms CII offers members to access timely information and perspectives and to increase public attention to critical issues and developments in corporate governance and capital markets. The target audience for our podcast is CII Members, other institutional investors, public companies, securities lawyers, proxy advisory firms and other institutional investor service... more

27 ratings

Publishes	Twice monthly	Episodes	237	Founded	8 years ago
Number of Listeners		Categories	EducationInvestingBusiness

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Latest Episodes

CII’s Monthly Governance and Capital Market Regulation Update (May 28 - July 2)

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from May 28 to July 2, 2026. Some of the topics addressed include: leadership vacancies at the SEC, FDIC, and Export-Import ... more

Today • 24 min

Nevada v. Delaware with Michal Barzuza

In this episode, CII General Counsel Jeff Mahoney sits down with Michal Barzuza, a Professor of Law at the University of Virginia School of Law. Professor Barzuza is the author of a recent article "Nevada v. Delaware," which compares and contrasts th... more

24 Jun 2026 • 23 min • Most popular

YouTube

CII’s Monthly Governance and Capital Market Regulation Update (April 30 - May 28)

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 30 to May 28, 2026. Some of the topics addressed include: CII’s letter to the PCAOB on its 2026-2030 strategic pl... more

11 Jun 2026 • 27 min

YouTube

Controllers Unbound with Lucian Bebchuk and Kobi Kastiel

In this episode, CII General Counsel Jeff Mahoney interviews Lucian Bebchuk, the James Barr Ames Professor of Law, Economics, and Finance, and Director of the Program on Corporate Governance at Harvard Law School and Kobi Kastiel, Professor of Law at... more

27 May 2026 • 14 min

YouTube

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Recent Guests

Michal Barzuza

Professor of Law at the University of Virginia School of Law

University of Virginia School of Law

Episode: Nevada v. Delaware with Michal Barzuza

Lucian Bebchuk

Professor of Law, Economics, and Finance; Director of the Program on Corporate Governance at Harvard Law School

Harvard Law School

Episode: Controllers Unbound with Lucian Bebchuk and Kobi Kastiel

Kobi Kastiel

Professor of Law

Tel Aviv University

Episode: Controllers Unbound with Lucian Bebchuk and Kobi Kastiel

Edward Rock

Martin Lipton Professor of Law and Director of the Institute for Corporate Governance and Finance, NYU School of Law

New York University School of Law

Episode: The New Political Economy of Delaware Corporate Lawmaking with Professor Ed Rock

Charles K. Whitehead

Myron C. Taylor Alumni Professor of Business Law at Cornell Law School

Cornell Law School

Episode: Delaware's Agency Problem with Professor Charles Whitehead

Pat Niemann

Leader of EY America Center for Board Matters

Ernst & Young (EY)

Episode: Winning in the Face of Change with Pat Niemann

Roberto Tallarita

Assistant Professor of Law at Harvard Law School

Harvard Law School

Episode: The Price of Delaware Corporate Law Reform with Roberto Tallarita

Christine Hurt

Senior Associate Dean for Academic Affairs, the Alan R. Bromberg Centennial Chair in Corporate Partnership Business and Securities Law, and Professor of Law at the Southern Methodist University, Dedman School of Law

Southern Methodist University

Episode: Texas, Delaware, and the New Controller Primacy with Christine Hurt

William J. Moon

JB and MK. Pritzker Family Foundation Distinguished Visiting Professor of Law at Northwestern Pritzker School of Law and Edward M. Robertson Professor of Law at the University of Maryland Carey School of Law

Northwestern Pritzker School of Law and University of Maryland Carey School of Law

Episode: Havens for Corporate Lawbreaking with William Moon

Host

Jeff Mahoney

Host focusing on governance and capital markets policy with deep ties to institutional investors.

Reviews

4.9 out of 5 stars from 27 ratings

Appointment listening for corpgov afficionados!
Jeff’s podcasts are concise, lively and chockful of need-to-know info. A must-listen in corpgov world.
Apple Podcasts
5
ABtakes
United States3 years ago
Monthly Regulation Episodes are Perfect
The monthly financial regulation episodes are just the right amount of time and the information included provides a great roundup of legislative and regulatory developments of importance to those of us in the field of corporate governance.
Apple Podcasts
5
DCFader
United States4 years ago
Heidi Welsh Feedback
A recent episode featured Heidi Welsh, the Executive Director of a research firm. Obviously, Ms Welsh is one of the sharpest and most in-the-know experts in the field. But the interview was almost unlistenable.
Her voice lacks confidence. She’s “ums” constantly. She “up talks” at the end of her sentences, making definitive statements sound like meek questions.
Finally, she delivers information without insight. I appreciated the data. But what do you think it means, Ms Walsh? Why is it importa... more
Apple Podcasts
3
Zinnerfonda
United States5 years ago
Insightful discussion
The episode on PE fund governance provides important insights about incentives on fund governance that should be useful to anyone interested in the asset class or in the policy debate over the significant shift to private markets.
Apple Podcasts
5
Econ for growth
United States8 years ago

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Listeners Say

Key themes from listener reviews, highlighting what works and what could be improved about the show.

Some listeners note uneven guest speaking pace affects clarity.

Listeners praise concise, lively delivery with need-to-know governance insights.

Positive feedback on practical takeaways for asset management and governance policies.

Episodes are valuable for staying updated on regulatory changes in governance.

Chart Rankings

How this podcast ranks in the Apple Podcasts, Spotify and YouTube charts.

Apple Podcasts	#39	Israel/Business/Investing
Apple Podcasts	#146	Israel/Business

Talking Points

Recent interactions between the hosts and their guests.

Nevada v. Delaware with Michal Barzuza

Q: How might an institutional investor facilitate or influence governance outcomes under SB 21 and related Nevada reforms?

Investors can advocate for mechanisms like independent director committees or cruciform governance processes to ensure decisions around reincorporation are sufficiently scrutinized. They should press for MOM (majority of the minority) voting protections during self-dealing transactions and support creating clear standards for when controlling shareholders' influence triggers liability, thereby protecting minority interests.

Nevada v. Delaware with Michal Barzuza

Q: What are the key differences between Delaware and Nevada corporate law that an institutional investor should consider before voting on reincorporation?

The main differences center on exculpation and the scope of liability. Nevada uses a broader exculpation default with liability only for intentional misconduct, fraud, or non-violation of law, and it lacks the same broad inspection rights for public companies, unlike Delaware where the duty of loyalty and other exceptions apply and where shareholders can access board materials more readily. Nevada also emphasizes stronger differentiation in change-of-control fiduciary duties and, since 2017, reinforces that differentiation in courts. These factors affect how governance disclosures and litigation risks are evaluated when deciding on reincorporation.

Controllers Unbound with Lucian Bebchuk and Kobi Kastiel

Q: You also discuss a “partial freezeout.” What does that entail and why is it risky for public investors?

A partial freezeout involves selling a major asset—say around 40 percent of a company's value— to the controller on highly favorable terms with limited judicial scrutiny, creating substantial value diversions and significantly disadvantaging public investors.

Controllers Unbound with Lucian Bebchuk and Kobi Kastiel

Q: Could you share another example from your paper of how controllers might extract value at the expense of public investors beyond non-voting shares?

Another major example discussed is the use of sunset provisions that enable dual-class structures to be amended without unaffiliated shareholder approval, leading to perpetual control arrangements and reducing checks on the controller's power, which undermines long-term investor protections.

Controllers Unbound with Lucian Bebchuk and Kobi Kastiel

Q: Professors, your research paper discusses the expected dire consequences of recent relaxing of constraints on controlling shareholders. Can you define what constitutes a controlling shareholder in a company with a single class of shares?

Controlling shareholders are those who have enough votes to effectively determine the outcome of votes on director elections and other shareholder-meeting matters; in a single-class structure, typically 51 percent or a similarly dominant stake can provide such control, while even smaller minority shares can confer effective control in some contexts.

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Frequently Asked Questions About The Voice of Corporate Governance

What is The Voice of Corporate Governance about and what kind of topics does it cover?

This show consistently covers governance, regulatory developments, and the practical implications of corporate law for investors, boards, and policy. Episodes frequently dissect ownership structures, Delaware law, proxy rules, and capital markets regulation, often featuring scholars, practitioners, and senior industry voices. A notable strength is its ability to translate complex governance debates into actionable insights for institutional investors and corporate managers, with regular updates on timely policy changes and notable court decisions. The format tends to blend deep-dive conversations with concise, issue-focused updates, making it useful for listeners who manage governance risk, engage with regulators, or evaluate long-term valu... more

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Which podcasts are similar to The Voice of Corporate Governance?

These podcasts share a similar audience with The Voice of Corporate Governance:

1. Shareholder Primacy
2. PROXY COUNTDOWN
3. Exchanges
4. Bite-Sized Business Law
5. The Bid

How many episodes of The Voice of Corporate Governance are there?

The Voice of Corporate Governance launched 8 years ago and published 237 episodes to date. You can find more information about this podcast including rankings, audience demographics and engagement in our podcast database.

How do I contact The Voice of Corporate Governance?

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What guests have appeared on The Voice of Corporate Governance?

Recent guests on The Voice of Corporate Governance include:

1. Michal Barzuza
2. Lucian Bebchuk
3. Kobi Kastiel
4. Edward Rock
5. Charles K. Whitehead
6. Pat Niemann
7. Roberto Tallarita
8. Christine Hurt

To view more recent guests and their details, simply upgrade your Rephonic account. You'll also get access to a typical guest profile to help you decide if the show is worth pitching.

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