(0:00) About the Boardroom Governance Summit (Aug 26-27, 2026)

(0:55) Intro

(2:44) About the podcast sponsor: The American College of Governance Counsel.

(3:30) Start of interview.

(4:16) Origin story Marie Bafus

(5:30) Origin story Wendy Grasso

(4:14) Why AI Needs Board Oversight

(12:00) Caremark and Oversight Duties

(15:12) Mission-Critical Risk Cases. Reference to Marchand case (2019) and Boeing case (2021)

(19:18) Where AI Belongs in Governance (board level and board committees)

(21:28) Defining Mission-Critical AI

(24:45) Strategy, Capital Allocation, and Judgment

(29:50) Board Minutes as Litigation Evidence

(33:52) Private Companies, Same Duties

(38:35) AI Washing and Disclosure Risks

(43:10) How Boards (and Board Members) Can Use AI

(47:08) Hallucinations, Confidentiality, and Privilege. Reference to U.S. v Heppner case (2026)

(52:03) Building an AI Usage Policy

(53:36) Recording Boards with AI (note taking apps)

(57:05) Workforce Trust and Environmental Risk

(1:00:00) AI for Oversight Itself

(1:02:02) AI’s Impact on Legal Practice

Marie Bafus is a partner in Fenwick’s Securities Litigation Practice and Wendy Grasso is counsel in Fenwick’s Corporate Practice.

You can follow Evan on social media at:

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