Educational Alpha – S3: Conversation with Winston Ma (October 1, 2025)

Guest: Winston Ma, Executive Director, GPIFF; Adjunct Professor, NYU School of Law
Host: Bill Kelly

Episode Overview

In this episode, host Bill Kelly sits down with Winston Ma, a leader in the worlds of sovereign investment and technology policy, to unpack the intersection of technology, law, and finance in an era increasingly defined by state influence in private markets. The conversation explores the growing involvement of the U.S. government in strategic sectors (notably rare earth materials, semiconductors, and AI), the implications of “state capitalism,” the evolution of the U.S. sovereign wealth fund model, and the impact of geopolitics on global capital flows and institutional investment strategy.

Key Discussion Points & Insights

1. Winston Ma’s Unique Background: A Convergence for Today’s Economy

• Winston describes his career as “a collection of three disciplines or three perspectives which are converged in today's AI economy. These three pillars are tech, law and finance...” [02:37]

  • Education and Early Career: Material science and semiconductor physics at Fudan University, transition to law (NYU LLM), then Wall Street as a securities lawyer and investment banker.
  • Sovereign Wealth Management: Joined China’s CIC at its inception, witnessing the evolution from passive to active sovereign investors.
  • Current Roles: NYU adjunct professor teaching on sovereign funds; AI tech investor in a U.S. family office.

  “If you look at how I approach the AI digital economy today, you need all three pieces, right? You need the tech... you need to be part of the investment world... [and] the legal component is always important...” – Winston Ma [05:32]

2. The New Face of American State Capitalism: The MP Materials Case

• Host’s Framing: Bill Kelly points out the shift by the U.S. Department of Defense (DoD) to acquire a 15% stake in MP Materials—a rare earths producer—highlighting a trend toward strategic, not merely crisis-driven, equity investment. [06:02]

  • Winston’s Analysis:
    • The U.S. move is not without precedent (e.g., AIG, GM in 2008), but the current focus is on long-term strategic interests, especially in the context of U.S.-China rivalry over critical supply chains and technology leadership.
    • The DoD role is “multi-layered”: equity investor, committed product purchaser (offtake agreements), and credit enhancer making commercial bank lending possible [07:50–12:30]:
      • The U.S. is “crowding in” private capital, not crowding it out – stabilizing and strengthening the company’s position.

  “It actually makes a lot of sense that US Government funding, instead of crowd out private capital, it is actually crowding in, attracting private capital into this project because it provides more financial stability to the company.” – Winston Ma [12:36]

3. Government’s Expanding Influence: Chips, Tech Titans, and “Golden Shares”

• Contrasting Approaches: Bill raises the inconsistencies in government intervention—sometimes restrictive (chips to China, TikTok bans), sometimes transactional (equity for policy leniency) [12:59-14:20].

  • Winston’s Perspective:
    • The U.S. is employing “golden shares” (minority stakes with veto rights) in deals like Nippon Steel/US Steel, and potentially TikTok, giving government a direct say in strategic corporate decisions [14:20].
    • The “golden share” approach is likened to a “government holding an asset... plus voting rights”—distinct from core operational control, but deeper than mere regulation.

  “Essentially the US government becomes the third player into this merger. It's a golden share... it gives the US government the veto power on companies’ strategic corporate decisions going forward...” – Winston Ma [14:50]

  • Emergence of New Models: U.S. intervention can range from formal ownership, strategic guidance, to active involvement in production (as with MP Materials and potentially Intel) [15:40–18:00].

4. Tech Value Chains, Corporate Independence, and State Intervention

• Intel as Case Study: The government's demands (including CEO resignation) and possibility of direct investment in Intel are explored as emblematic of rising government involvement in ensuring America’s technological competitiveness [18:03]:

  • Deeper Issues:
    • “Capital will be helpful. But to put this into context... it’s not only a problem of financing, it's also about problem of capabilities.” – Winston Ma [20:58]
    • Directing major players (Apple, Nvidia, AMD) to manufacture in the U.S. and using tariffs/kickbacks to fund strategic investments—illustrating government’s control over the whole value chain.

  “You could say the US government is now very active in the whole value chain, but you could also say there's a big risk that it will go too far to disrupt this overall supply chain.” – Winston Ma [24:09]

5. Redefining Geopolitical Risk for Asset Owners

• Host’s Question: How are institutional investors recalibrating their approach to geopolitical risk amid more frequent and unpredictable government interventions? [25:11]

  • Winston’s Response:
    • Asset owners must now account for real and persistent disruption in both the U.S. and China, especially since COVID accelerated sanctions and regulatory tension.
    • Example: The breakdown of “offshore VC funds into Chinese startups → U.S. IPOs → liquidity for U.S. LPs” now faces material risk due to cross-border regulatory clampdowns and “reverse CFIUS” mechanisms.
    • “Geopolitical risk is very real because we’re not only talking about private transactions, but also the exit—the IPO process,” with direct investment and regulatory risk on both sides [29:50–32:00].

6. The U.S. Sovereign Wealth Fund: An Unorthodox, Decentralized Approach

• Skepticism and Structure: Bill expresses skepticism about the U.S. as a sovereign wealth fund owner—given its debt and lack of an export surplus [32:16–33:36].

  • Winston’s Explanation:
    • The emerging “U.S. sovereign wealth fund” is a decentralized, ad hoc collection of assets and strategic investments driven primarily by executive power, not Congressional authorization or surplus recycling.
    • Three key “buckets”:
      1. Government Holdings (e.g., seized bitcoin, TikTok golden share)
      2. Sovereign Partnerships (e.g., trade deal–linked Japanese and Korean capital invested in U.S. strategic sectors)
      3. Strategic Investments Under Specific Authorization (e.g., Pentagon’s Defense Production Act for MP Materials, potentially Intel)
    • This model is distinctly executive-branch led and national security–focused, rather than a conventional, export-surplus-driven sovereign wealth fund.

  “The difference here is so far the US Sovereign fund concept... has been a collection of assets and strategic investments that are driven by the executive power... focusing on national security related strategic sectors.” – Winston Ma [34:03]

7. Governance Questions: Risks and Possibilities

• Host’s Concern: Absence of centralized governance in the U.S. model could expose the system to insider benefit and lack of accountability [39:30–40:38].

  • Winston’s Take:
    • Some aspects are being centralized by the current administration, but overall governance remains fragmented.
    • Potential for Improvement: Sovereign partnerships with foreign governments (e.g., U.S.-Japan joint venture) might bring established governance structures, transparency, and professional asset management to the American context, but “details remain to be seen.” [41:00]

  “If this is run by the two governments jointly... they have the opportunity to build up proper governance... just like a typical sovereign fund.” – Winston Ma [41:09]

Notable Quotes & Memorable Moments

• On Interdisciplinary Edge:

  “It’s a tremendous privilege to have the three areas of backgrounds, tech, law and finance to get into today's AI economy...” – Winston Ma [05:58]

• On the U.S. as a Sovereign Wealth Fund:

  “Most people think the sovereign fund model is about a country having a surplus... but...the U.S. Sovereign fund concept... is a decentralized collection so far, all driven by executive power, focusing on national security...” – Winston Ma [34:03]

• On the Risks of State Overreach:

  “You could say the US government is now very active in the whole value chain, but you could also say there's a big risk that it will go too far to disrupt this overall supply chain.” – Winston Ma [24:09]

• On Asset Owners and Geopolitical Risk:

  “The geopolitical risk is very real because we’re not only talking about private transactions, but also the exit—the IPO process...” – Winston Ma [31:08]

• On Governance Possibilities:

  “If the two governments truly work together... this is a great opportunity for the US sovereign fund to take shape.” – Winston Ma [41:09]

Timestamps for Key Segments

• Winston Ma’s background and career philosophy – [02:37–06:02]
• The MP Materials case & new U.S. state capitalism – [07:50–12:59]
• Government intervention: chips, TikTok, and “golden shares” – [14:20–18:03]
• The Intel example & supply chain control – [18:03–25:11]
• How institutional investors are adapting to geopolitical risk – [25:11–32:16]
• The evolution and structure of the U.S. sovereign wealth fund model – [33:36–39:30]
• Governance challenges and future possibilities – [39:30–42:45]

Conclusion

As U.S. industrial policy increasingly merges national security interests with direct state investment, the lines between public and private markets are blurring. Winston Ma’s multidisciplinary lens illuminates how technology, finance, and law are converging in response, and why asset owners and policymakers must rethink traditional models for risk, governance, and capital formation. The evolving, decentralized U.S. sovereign fund experiment holds both great promise and potential peril, especially regarding transparency and long-term accountability.

[For further discussion, see Winston Ma’s article referenced in the episode.]