Leo E. Strine, Jr.: Good Corporate Citizenship We Can All Get Behind?

Boardroom Governance with Evan Epstein

0:00 -- Intro.

3:45 -- Start of interview.

5:09 -- Leo's "origin story". His focus on public service, and work for then Delaware Governor (now U.S. Senator) Tom Carper.

9:41 -- On his time at Skadden's Wilmington office.

11:52 -- On his time at the Delaware Court of Chancery and as Chief Justice of the Delaware Supreme Court.

15:32-- His views on the evolution (and strengths) of the Delaware Court of Chancery. Its symbiosis with the SEC. "The courts in Delaware are not infected by partisanship." "Our brand is everything." "Delaware is not a tax haven."

24:40 -- On companies leaving Delaware or the US (via inversions). "We do not impede the flow of capital."

28:34 -- Why he wrote his new paper "Good Corporate Citizenship We Can All Get Behind?: Toward A Principled, Non-Ideological Approach To Making Money The Right Way." (December 7, 2022). 78 Bus. Law. 329 (2023), "The old word for ESG was CSR, this is not a new debate." "ESG is a proxy for good corporate citizenship, it's about making money the right way."

38:28 -- His proposed Model of Good, Non-Ideological Corporate Citizenship. "Make money without making harm". Reference to paper "Companies Should Maximize Shareholder Welfare Not Market Value" by Hart & Zingales.

44:49 -- On corporate political spending. "Corporate law has often policed conflict transactions." The role of the board in this process. The function of independent directors. Jack Bogle: "Institutional investors should insist that the proxy statement of each company in which they invest contain the following: Resolved: That the corporation shall make no political contributions without the approval of the holders of at least 75 percent of its shares outstanding.” "Citizens United is sort of a white whale of mine." "I would like to see Profs Lucian Bebchuk, Rob Jackson and Frank Partnoy push shareholder proposals to curb corporate political spending."

58:16 -- On institutional investors' role (and challenges) in corporate governance. "I don't like the fact that [large asset managers] may be trying to escape their responsibility by passing through the voting." "With power should come responsibility."

1:08:27 -- The complexity of climate change discourse: "actuaries and scientists agree on this problem." "Thanksgiving dinner behavior needs to be where we are on the business community."

1:12:03 -- The books that have greatly influenced his life:

1. Down and Out in Paris and London, by George Orwell (1933)
2. Road to Wigan Pier, by George Orwell (1937)
3. Simple books that his parents gave him when he was a child.

1:14:30 -- His mentors, and what he learned from them: The two judges that he clerked for, Rod Ward (founder and longtime leader of Skadden's Wilmington office), Senator Tom Carper, his colleagues at the Delaware Chancery Court, Marty Lipton, Bob Clark and Michael Wachter, his wife.

1:18:30 -- Quotes he thinks of often or lives his life by: "Clown time is over." (Elvis Costello). "Be yourself, unless of course you are an asshole, in which case be someone else."

1:20:23 -- An unusual habit or an absurd thing that he loves: Lyrics. "I have stuck in my head pretty much every pop song of the 1970s" ("life is stuck in two decades: for me, it's the 1970s and the 1990s").

1:23:13 -- The living person he most admires: the people who do the hardest jobs with no public glory.

Leo E Strine, Jr. is Of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz. Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019. Before becoming the Chief Justice, he served on the Delaware Court of Chancery as Chancellor since June 22, 2011, and as a Vice Chancellor since November 9, 1998.

__

You can follow Evan on social media at:

Twitter: @evanepstein

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

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

__

You can join as a Patron of the Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

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:

Twitter: @evanepstein

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

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

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

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