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Roy Shapira: Europe’s Corporate Sustainability Directive and Its Impact on U.S. Board Oversight Duties

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Manage episode 479570654 series 2910083
Content provided by Pacifica Global, LLC. and Evan Epstein. All podcast content including episodes, graphics, and podcast descriptions are uploaded and provided directly by Pacifica Global, LLC. and Evan Epstein or their podcast platform partner. If you believe someone is using your copyrighted work without your permission, you can follow the process outlined here https://podcastplayer.com/legal.

(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/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

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

  continue reading

192 episodes

Artwork
iconShare
 
Manage episode 479570654 series 2910083
Content provided by Pacifica Global, LLC. and Evan Epstein. All podcast content including episodes, graphics, and podcast descriptions are uploaded and provided directly by Pacifica Global, LLC. and Evan Epstein or their podcast platform partner. If you believe someone is using your copyrighted work without your permission, you can follow the process outlined here https://podcastplayer.com/legal.

(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/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

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

  continue reading

192 episodes

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