(0:00 ) Intro

(1:14 ) About the podcast sponsor: The American College of Governance Counsel

(2:01 ) Start of interview

(4:38 ) His professional background starting with Skadden in Delaware.

(5:08 ) About his corporate governance practice at Dechert LLP

(8:10 ) How Delaware Came to Dominate U.S. Incorporations

(13:14 ) What prompted the pushback against Delaware

(15:12 ) The Tornetta v Musk decision (Elon Musk CEO compensation rescission)

(18:40 ) The Rationale Behind the Governor and Legislature’s Support for SB21 in Delaware.

(22:38 ) Changes to Controlled Stockholder Transactions and the Definition of a Controller (Safe Harbor Provision under Section 144)

(24:18 ) Doctrine of Transaction-Specific Control (reference to paper by Pollman and Will, 2025)

(26:06 ) Explaining the MFW Doctrine, a Delaware law concept that provides a pathway to business judgment review for transactions involving a controlling stockholder, instead of the more rigorous "entire fairness" review (pre SB-21). "The view had become the MFW doctrine was creating both litigation risk and deal uncertainty."

(30:45 ) Changes to Section 220 Shareholder Inspection Rights by SB21.

(34:04 ) Will SB21 stem the tide of reincorporations? "I think it is enabling companies that had been looking at moves to pause"

(37:00 ) Competing States: Nevada and Texas 

(40:17 ) Revisiting Caremark claims (directors' oversight duties). Legal risks vs business risks.

(44:50 ) Book that has greatly influenced his life: Hagakure (early 1700s, Japan)

(45:47 ) His mentors:

1. Mark Thierfelder (Co-Chair, Dechert) 
2. Eric Waxman (Ares Management) 
3. Tom Allingham (former partner at Skadden)

(46:58 ) Quotes that he thinks of often or lives his life by.

(47:52 ) An unusual habit or an absurd thing that he loves. 

(49:11 ) The living person he most admires: former Delaware Chancellor William B. Chandler, III.

Rick Horvath is a partner at Dechert LLP in San Francisco and focuses his practice on corporate governance matters.

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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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at 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