(0:00 ) Intro

(1:30 ) About the podcast sponsor: The American College of Governance Counsel

(2:17 ) Start of interview

(3:01 ) Roy's origin story. 

(6:35 ) About the EU Corporate Sustainability Due Diligence Directive ("CS3D"). His paper co-authored with Luca Enriques and Matteo Gatti: How the EU Sustainability Due Diligence Directive Could Reshape Corporate America (2025)

(9:28 ) The Political Climate of ESG, and divide between US and EU. *On March 15, 2025, Tennessee senator Bill Hagerty filed "Protect USA Act", an anti-CS3D bill.

(12:45 ) Extraterritorial Reach of the CS3D

(14:20 ) What US board must do to comply with CS3D

(16:32 ) Oversight Duties Under U.S. Law ("Caremark Duties")

(23:10 ) Linking Caremark Duties with CS3D

(26:00 ) Sanctions for Non-Compliance with CS3D

(29:47 ) Compliance and Enforcement Mechanisms

(33:35 ) Changes to Delaware Corporate Law. Reference to Delaware's SB21

(34:26 ) Changes to Section 144 (controlling shareholder transactions) 

(37:15 ) Changes to Section 220, Shareholder Inspection Rights

(41:33 ) Changes to independent director analysis by Delaware's SB21

(45:29 ) Geopolitical Tensions and Corporate Governance. "My general theme is that I don't envy being a director right now."

(46:48 ) The Impact of Specialist Directors. See his 2024 paper with Yaron Nili here.

(48:27 ) Books that have greatly influenced his life. 

(49:10 ) His mentors.

1. Professor Mark Roe (Harvard Law School)
2. Professor Luigi Zingales (Chicago Business School)

(49:50 ) Quotes that he thinks of often or lives his life by: "Control what you can control."

(50:27 ) An unusual habit or an absurd thing that he loves. 

Roy Shapira is a Professor of Law at Reichman University in Israel. He focuses his research on reputation, regulation, and corporate governance.

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