Katherine Henderson and Amy Simmerman: 2023 Delaware Corporate Law and Litigation Year in Review

Boardroom Governance with Evan Epstein

(0:00) Intro

(1:02) About the podcast sponsor: The American College of Governance Counsel.

(1:49) Start of interview.

(2:37) Katherine Henderson's "origin story."

(5:05) Amy Simmerman's "origin story."

(8:02) The origin and focus of their Delaware Corporate Law and Litigation Year in Review.

(9:14) Caseload of Delaware Court of Chancery judges.

(12:51) Cases involving director oversight duties ("Caremark duties"). Reference to the Blue Bell case (2019). "Mission critical risk areas." Reference to Section 220 Books and Records Demands.

(19:56) Duty of Oversight Applies to Officers (McDonald's case). Dismissal of case against directors (McDonald's II).

(23:13) Controlling Stockholders and conflicts of interest. (DE reconsiders scope of the MFW Doctrine in Match.com case)

(24:57) Distinctions between public and private company litigation. Reference to the NEA vs Rich case.

(30:36) On Delaware vs other states. Reference to the TripAdvisor case (Delaware company seeking to reincorporate in NV).

(36:55) Innovations in AI Governance. The example of Anthropic AI (use of PBCs and LTBT).

(43:24) On shareholder activism and validity of stockholder agreement-based restrictions over corporate governance matters (Moelis case).

(45:13) Securities claims on misleading risk disclosures.

(46:55) What are the 1-3 books that have greatly influenced your life:

1. Amy:
   1. Obedience to Authority by Stanley Milgram (1974)
   2. Steppenwolf by Herman Hesse (1927)
2. Katherine:
   1. The Feminine Mystique by Betty Friedan (1963)

(48:02) Who were their mentors, and what they learned from them.

(49:00) Quotes they think of often or live their life by.

(49:52) An unusual habit or an absurd thing that they love.

(50:35) The living person they most admire.

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Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goorich & Rosati.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/

Substack: https://evanepstein.substack.com/

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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