Seoul Bets Big: What South Korea’s $518 Billion Semiconductor Gamble Means for Global Tech Companies
Seoul Bets Big: What South Korea’s $518 Billion Semiconductor Gamble Means for Global Tech Companies The South Korean government has just placed one of the most consequential industrial bets we have seen in more than 25 years of advising technology companies. Industry Minister Kim Jung-kwan, along with President Lee Jae Myung, Samsung Electronics Chairman Lee Jae-yong, and SK Group Chairman Chey Tae-won, unveiled plans for a new semiconductor cluster in the Gwangju and Jeolla region backed by roughly 800 trillion won (more than $518 billion) in corporate commitments, Reuters and the Associated Press reported. The plan includes four new memory fabrication facilities, an advanced packaging hub in Chungcheong, and an innovation corridor for semiconductor materials and equipment in Daegu and North Gyeongsang, with the construction timeline compressed from the 2040s to the mid-2030s. Add to that a humanoid robotics push targeting 20 percent of the global market and a 550 trillion won (approximately $341.3 billion) AI data center build-out through 2029, and Seoul is attempting to lock in leadership across the entire AI stack: chips, packaging, compute, and robotics in one coordinated move. For companies with Korean supply-chain exposure, AI infrastructure investments, or partnership ambitions in the region, this is not background noise. It is a structural shift in the competitive and legal environment in which they operate. Why This Matters Now Korea’s announcement is not a conventional subsidy program. The government is streamlining permitting, expanding power and water infrastructure, and pledging 30 trillion won over 15 years to underwrite the value chain from chip design through manufacturing and advanced packaging. The government is acting as an enabler, with the capital coming overwhelmingly from Samsung and SK rather than from direct state spending. What General Counsel and Deal Teams Need to Think About For companies structuring transactions, supply agreements, or partnership arrangements tied to this build-out, the window for well-thought-out deal architecture is right now. Supply contracts deserve specific attention. The Chungcheong packaging hub and the new memory fabs will generate a wave of long-term supply and capacity-reservation agreements. Anyone on the customer side of those arrangements should negotiate take-or-pay protections, force majeure language that realistically contemplates infrastructure delays, allocation mechanics for shortage periods, and IP ownership provisions for jointly developed packaging or materials technology. Advanced packaging is where the next wave of both value creation and disputes is likely to emerge. The second pressure point involves export controls and national security review. Companies investing in or partnering with this cluster need to map transactions against U.S. export control regulations on semiconductor equipment, Korea’s technology-transfer rules, and investment-review regimes across multiple jurisdictions. The compressed construction timeline means permitting and diligence windows are shorter, leaving less runway to resolve compliance issues before signing. General counsel should be asking questions such as the following: Do our long-term supply agreements protect us against allocation failures and infrastructure delays that remain outside our counterparty’s control? Have we mapped this transaction against U.S. export control rules on semiconductor equipment and Korea’s technology-transfer and investment-review regimes? If we enter Korea’s robotics ecosystem, do our governance frameworks address product liability, AI safety, data management, and dual-use export risk before commercialization accelerates? Some companies focus on pricing and exclusivity, treating these structural questions as secondary. In a build-out of this scale, with this much regulatory and political complexity, that order of priorities needs to be reversed. What Tech Companies and Investors Should Watch For AI chip designers, cloud providers, hyperscalers, and enterprise customers making multibillion-dollar infrastructure commitments, supply concentration is not only a procurement issue but also a governance issue that belongs in the boardroom. Political risk within Korea also needs attention. Even as the semiconductor cluster was announced, opposition lawmakers criticized the government’s role in selecting the Honam site. People Power Party leader Jang Dong-hyeok called the decision “arm-twisting,” and independent lawmaker Han Dong-hoon argued publicly that “the moment politics designates the site of a strategic industry first, we can lose both balance and competitiveness,” the Kyunghyang Shinmun reported. For foreign partners entering joint arrangements or long-term supply relationships with government-backed support, domestic friction is a diligence item. Commitments made alongside the government today can become targets for renegotiation or public criticism if the political environment shifts before these fabs are finished. Industrial Policy Is Now a Legal Issue The bigger lesson here is not whether any single contract gets negotiated. It is that industrial policy and legal strategy are converging in ways that require boards and management teams to think about them together. Semiconductor strategy cannot remain confined to procurement or engineering. Directors should be asking management how geopolitical developments, export controls, infrastructure dependencies, supplier concentration, and regulatory changes could affect long-term business strategy, just as they ask about cybersecurity, enterprise risk, and financial oversight. Political risk, once treated as an emerging-markets concern, is now part of the operating environment for any company with meaningful exposure to advanced semiconductor supply chains. What Korea has announced is a coordinated effort to control the physical infrastructure of artificial intelligence for the next decade. Companies that treat it merely as a procurement update risk falling behind. They should integrate legal, governance, and commercial strategy before market forces require them to react.
The Chief Everything Officer
The Chief Everything Officer On the lonely work of running an emerging growth company The board meeting ends at 4:40. Laptops are closed and directors mumble a few platitudes about the opportunity. The lead investor, who has eleven other companies, is already thinking about the next one. A few minutes later, the CEO is alone in the room again. I’ve watched this on replay at companies building everything from medical devices to industrial software to consumer brands nobody has heard of yet. Everyone gets to leave and participate in something else. The CEO is the one person who cannot put the company down. Everyone else has a job. The CEO has all of them. People who have not run an emerging growth company imagine the version they have seen in the press: the keynote, the funding announcement, the profile with the good photograph. The job itself is closer to plumbing. There is no crisis communications department, no general counsel down the hall, no head of facilities. No head of anything really. There is a person who is excellent at one thing and is currently doing four. When the VP of Sales resigns on a Tuesday, the CEO owns the pipeline on Wednesday. When the office floods, the CEO calls the landlord. When the biggest customer’s renewal goes quiet, the CEO is the one who notices. Then there is the category of problems that never appears on an org chart. The co-founder who has stopped believing. The key engineer whose spouse got a job in another state. The investor who committed verbally and is now slow to respond. The wire that must go out Friday against a receivable that is going to land Monday. None of this is in anyone’s job description, so all of it is in the CEO’s. Why the job is lonely Here is the part that people outside the role never quite get: the loneliness is a structural feature of the job. Consider the CEO’s big picture. The employees need to believe the company is going to survive, because they have mortgages and perhaps turned down other offers. The investors need to see conviction, because conviction is most of what they are buying at this stage. The customers need to believe the contract will renew. The board needs a leader who is on top of it. Every audience requires a version of the CEO that is more certain than the CEO probably always feels. So, the CEO performs the certainty. That’s not dishonesty; it is the job. Additionally, the gap between what the CEO knows and what the CEO can say out loud often widens, and that gap is where the loneliness lives. I have had a fair number of those conversations at odd hours, usually because a lawyer is one of the small circle in a CEO’s life who is paid to hear the unedited version. What I can say is that the fear is about payroll and whether the people who left their last jobs to come here are going to be all right. Nobody can make the job less lonely. But after enough years next to people doing it, the ones who came out the other side had a handful of things in common. Be ready for anything: The thing that nearly kills your company will be a supplier’s bankruptcy, a founder’s divorce, a patent letter from a company you have never heard of, a bank that fails over a weekend. You cannot forecast which. You can be the kind of company that survives surprises: cash position known to the week rather than the month, signed IP assignments rather than assumed, a cap table that will survive diligence, a board that trusts you before you need to deliver bad news. A related discipline is seeing down the road and around the corner. The CEO is the person in the company whose real job is eighteen months out. Everyone else is paid to be excellent about this quarter. Two questions are worth asking yourself: as CEO at any given time, what must be true eighteen months from now for us to matter, and what would have to break for us to be gone. Then, work backward from both. Be nice to everyone: This is a moral point, and I believe it is also the most underrated tactical advice in this business. The ecosystem is small, and it has a long memory. The associate you were brisk with in time becomes a partner. The candidate who turned you down runs the company you eventually want to acquire. The junior person you treated well at your last company sends you your best engineer six years later. A CEO also needs a great deal of help, and people help the ones they like. Reputation is the only asset that compounds faster than equity, and unlike equity, it is entirely within your control. Watch how a founder treats the person who cleans the office and the recruiter who cold-called them. That is the reference check that predicts something. Believe when nobody else does: At the start, conviction is the one asset that is genuinely yours. Capital, talent, customers, and credibility all come later, and because someone believed you first. But belief must be distinguished from denial, and the difference is what you do with information. Belief says the destination is right, and I will change anything else to get there. Denial says do not send me the cash report. The best founders I have worked with changed their minds about tactics constantly and about the destination almost never. The ones who failed badly usually had it exactly backward. Decide: A CEO is paid to decide, with less information than the decision deserves, on a schedule set by other people. Most decisions are reversible and should be made quickly and cheaply. A few are not reversible, and those deserve the slow, expensive treatment. The costly mistake is treating everything like the second category, because the entire company idles behind
Louis Lehot AI and Startup Law | Venture Capital Lawyer
Louis Lehot AI and Startup Law: Venture Capital Lawyer for Founders, Investors, and High-Growth Companies Introduction Louis Lehot AI and Startup Law represents a modern approach to helping AI startups, founders, venture capital investors, and high-growth companies navigate complex legal challenges. Launching a startup is exciting, but transforming an idea into a successful company requires more than innovation alone. That is where experienced legal counsel becomes one of the most valuable assets a founder can have. When discussing Louis Lehot AI and Startup Law, the conversation extends beyond traditional corporate legal services. His work focuses on helping founders, venture-backed companies, technology innovators, investors, and multinational businesses manage the legal complexities that accompany rapid growth. Today’s startups—particularly those developing artificial intelligence solutions—face increasingly sophisticated legal challenges. From venture financing to corporate governance and mergers and acquisitions, every decision can significantly influence a company’s future valuation and long-term success. Rather than reacting to legal issues after they arise, successful founders work proactively with experienced advisors who understand startup ecosystems, venture capital expectations, and global business expansion. This strategic approach has become especially important in the AI industry, where innovation often moves faster than regulation. Who Is Louis Lehot? Louis Lehot is a corporate attorney recognized for advising founders, startups, venture capital investors, private companies, and international businesses on sophisticated corporate transactions. His practice spans numerous areas of corporate law, including: Startup formation Venture capital financing Corporate governance Mergers and acquisitions Cross-border transactions Private equity Emerging growth companies Strategic partnerships Over the course of his legal career, he has worked with entrepreneurs from the earliest concept stage through multiple rounds of financing, acquisitions, international expansion, and public-company readiness. This breadth of experience allows him to understand not only legal documentation but also the broader commercial realities founders encounter while scaling innovative companies. Why Louis Lehot AI and Startup Law Matters for Modern Startups The first-time founders underestimate the legal complexity involved in raising venture capital. Receiving investment is not simply about signing a term sheet. Each financing round introduces important considerations such as: Equity Structure Founders must determine how ownership is allocated among co-founders, employees, advisors, and investors. Poor capitalization planning early can create long-term challenges that complicate future fundraising. Investor Rights Professional investors typically negotiate rights involving: Board representation Protective provisions Information rights Liquidation preferences Anti-dilution protections Understanding these provisions helps founders maintain flexibility while building investor confidence. Due Diligence Before investing, venture capital firms carefully review: Corporate records Employment agreements Intellectual property ownership Customer contracts Regulatory compliance Tax matters Organized legal documentation increases investor confidence and often accelerates fundraising timelines. Louis Lehot AI and Startup Law: Supporting Innovation From Day One Artificial intelligence companies face legal considerations that differ significantly from traditional startups. Rapid innovation creates opportunities—but also introduces new legal responsibilities. Some of the most common legal priorities for AI startups include: Intellectual Property Protection AI companies frequently depend on proprietary algorithms, machine learning models, software architecture, and valuable datasets. Proper ownership documentation helps ensure these assets remain protected as companies grow. Data Governance AI businesses process significant volumes of customer data. Legal guidance becomes essential when developing policies related to: Privacy Data security User consent Cross-border transfers Compliance obligations Commercial Agreements As startups begin selling enterprise AI solutions, contracts become increasingly sophisticated. These agreements may address: Software licensing SaaS subscriptions Service-level commitments Confidentiality Intellectual property rights Risk allocation Well-drafted agreements reduce disputes while improving customer confidence. For many startup founders, securing venture capital is only one milestone in a much larger journey. A successful exit—whether through an acquisition, strategic merger, or public offering—often represents years of hard work, innovation, and disciplined execution. However, an attractive product or impressive revenue alone is rarely enough to ensure a smooth transaction. Buyers carefully evaluate a company’s legal structure, contracts, intellectual property ownership, governance, financial records, employment agreements, and regulatory compliance before completing any acquisition. This is where experienced corporate legal counsel becomes essential. Through his work in Louis Lehot AI and Startup Law, Louis Lehot has advised companies through complex corporate transactions designed to maximize value while minimizing legal risk. Preparing for an acquisition should never begin only after a buyer expresses interest. The strongest companies prepare years in advance by maintaining organized records, protecting intellectual property, documenting corporate decisions, and implementing governance practices that withstand due diligence. Key Legal Considerations During an Acquisition Every acquisition presents unique challenges, but several legal priorities consistently shape successful transactions. Intellectual Property Verification Technology companies derive much of their value from intellectual property. Buyers typically verify ownership of: Software source code Artificial intelligence models Machine learning algorithms Trademarks Patents Proprietary databases Copyrighted materials Ensuring that all founders, employees, and contractors have properly assigned intellectual property rights to the company can prevent significant delays during negotiations. Commercial Contract Review Enterprise customer agreements, vendor contracts, licensing arrangements, and strategic partnerships often transfer as part of an acquisition. Clear, well-drafted contracts reduce uncertainty and strengthen buyer confidence. Employment Matters Key employees frequently play an important role in acquisition negotiations. Buyers review employment agreements, equity plans, confidentiality obligations, and incentive programs to understand potential liabilities and retention opportunities. Corporate Documentation Maintaining accurate board resolutions, shareholder approvals, stock records, and governance documents demonstrates operational maturity and simplifies legal due diligence. Preparing these materials long before an exit enables founders to focus on negotiations rather than document collection under tight deadlines. Mergers and Acquisitions: Preparing Startups for Successful Exits Startup founders, securing venture capital is only one milestone in a much larger journey. A successful exit—whether through an acquisition, strategic merger, or public offering—often represents years of hard work, innovation, and disciplined execution. However, an attractive product or impressive revenue alone is rarely enough to ensure a smooth transaction. Buyers carefully evaluate a company’s legal structure, contracts, intellectual property ownership, governance, financial records, employment agreements, and regulatory compliance before completing any acquisition. This is where experienced corporate legal counsel becomes essential. Through his work in Louis Lehot AI and Startup Law, Louis Lehot has advised companies through
Beyond the Headlines: A Look at Q2 Venture Activity
Beyond the Headlines: Louis Lehot on Q2 Venture Activity By Louis Lehot, Corporate Attorney, Foley & Lardner LLP Louis Lehot looks at what’s really driving Q2 venture activity, and the headline number only tells half the story. CB Insights data shows two consecutive quarters above $200 billion, marking one of the strongest stretches on record. However, when you drill down further, deal count is at its lowest point in over a decade. That means a smaller number of mega rounds are propping up the rest of the market. In fact, those mega rounds accounted for 81% of all funding, with one company alone making up 40%. The Headline Numbers vs. the Real Story Total funding came in at $212.9 billion for Q2. That’s down 26% quarter-over-quarter. Even so, it’s still the second-highest quarter ever recorded. Deal count, on the other hand, tells a different story: 7,086 deals, down 11% QoQ and hitting a decade low. Meanwhile, the median deal size rose 5% QoQ to $4.2 million. M&A and IPO exits were also down, by 10% and 6% respectively, despite the SpaceX IPO landing as the largest on record. So what does this actually mean? It means record funding is coupled with a narrowing market. That’s great news for the 263 companies participating in mega rounds. It is not, however, necessarily good news for the broader startup market. Where Louis Lehot Sees Venture Activity Concentrating It’s no surprise that blockbuster AI financings are fueling these numbers and keeping quarterly totals elevated. In terms of deal count, industrial humanoid robot developers led the pack, with 20 deals valued at $2.7 billion. Robot foundation model developers followed closely, with 15 deals valued at $9.2 billion. When you look at deal value instead of deal count, the picture shifts. Large language model (LLM) developers were clearly in the lead, with 12 deals valued at $76.2 billion. Coding AI agents came close behind, with 13 deals valued at $67.3 billion. Legal AI agents weren’t far off either, posting 13 deals valued at $66.2 billion. Mega deals drove a large share of the value in these categories much higher. As a result, deal count likely offers a more accurate read on what market activity really looks like. Geography: Every Market Is Slowing Down Every major market saw a decline in deal count this quarter, and all of them saw double-digit drops. North America still led, with 68% of total global funding. Even so, the US showed a 31% decline in deal momentum QoQ. China, the United Kingdom, India, and Japan rounded out the top five countries for deal count. What This Means for Founders The takeaway is straightforward: the venture market is increasingly concentrated. Capital remains available, but it’s flowing disproportionately to a small group of large, AI-focused companies. For founders outside that circle, record funding totals should not be mistaken for an easier fundraising environment. Q2 demonstrated that investor appetite is still substantial. A true market recovery, however, will require more than a handful of blockbuster rounds. It will take broader deal activity, stronger exit markets, and capital reaching a much wider range of companies. This full analysis was originally published on Foley & Lardner’s insights page. Louis Lehot is a corporate attorney at Foley & Lardner LLP. He advises technology companies, investors, and boards on cross-border M&A, venture capital, and regulatory strategy from Silicon Valley. Learn more about Louis’s practice →
Seoul’s $518B Chip Gamble: Legal Risks | Louis Lehot
Louis Lehot Breaks Down Seoul’s $518B Semiconductor Gamble By Louis Lehot, Corporate Attorney, Foley & Lardner LLP Louis Lehot examines South Korea’s $518 billion semiconductor gamble. He breaks down what it means for the legal and competitive landscape facing global tech companies. South Korea just placed one of the largest industrial bets in its history. Alongside this South Korea semiconductor investment, Seoul is also targeting 20 percent of the global humanoid robotics market. It is backing a 550 trillion won (roughly $341.3 billion) AI data center build-out through 2029 as well. In short, the government is trying to lock down every layer of the AI stack at once: chips, packaging, compute, and robotics. For any company with Korean supply-chain exposure, this isn’t background noise. The same goes for companies with AI infrastructure commitments or partnership plans in the region. Instead, it’s a structural shift in the legal and competitive environment they’re operating in. Louis Lehot, a Silicon Valley attorney, is watching this shift closely for clients navigating cross-border tech deals. Why Louis Lehot Says the Semiconductor Gamble Matters Now This isn’t a conventional subsidy program. Instead, Korea’s government is streamlining permitting and expanding power and water infrastructure. It is also committing 30 trillion won over 15 years to support the value chain, from chip design through manufacturing and advanced packaging. Notably, the government is playing enabler here. The bulk of the capital is coming from Samsung and SK, not from direct state spending. This full analysis was originally published on Foley & Lardner’s insights page. What General Counsel and Deal Teams Should Be Thinking About If your company is structuring transactions, supply agreements, or partnerships tied to this build-out, the window to get the deal architecture right is now, not later. In fact, this is exactly the kind of Korea chip supply chain legal risk that deal teams need to price in early. Supply Contracts Deserve Specific Attention The Chungcheong packaging hub and the new memory fabs will generate a wave of long-term supply and capacity-reservation agreements. Therefore, if you’re on the customer side of one of these deals, push for take-or-pay protections. You should also negotiate force majeure language that realistically accounts for infrastructure delays. Clear allocation mechanics for shortage periods matter too, along with IP ownership terms for any jointly developed packaging or materials technology. Advanced packaging, in particular, is where the next wave of value creation — and disputes — is likely to show up. Export Controls Are the Second Pressure Point Companies investing in or partnering with this cluster need to map their transactions against several regimes. These include U.S. export control rules on semiconductor equipment, Korea’s technology-transfer rules, and investment-review regimes across multiple jurisdictions. Because the construction timeline is so compressed, permitting and diligence windows are shorter than usual. As a result, there is less room to sort out compliance issues before signing. A few questions worth putting in front of general counsel right now: Do our long-term supply agreements protect us against allocation failures and infrastructure delays outside our counterparty’s control? Have we mapped this transaction against U.S. export control rules on semiconductor equipment, and against Korea’s technology-transfer and investment-review regimes? If we’re entering Korea’s robotics ecosystem, do our governance frameworks address product liability, AI safety, data management, and dual-use export risk before commercialization picks up speed? Some companies still treat pricing and exclusivity as the priority. They treat these structural questions as secondary. However, given the scale and regulatory complexity here, that ordering needs to flip. What Tech Companies and Investors Should Watch For AI chip designers, cloud providers, hyperscalers, and enterprise customers, supply concentration isn’t just a procurement issue anymore. Instead, it’s a governance issue that belongs in the boardroom. Political risk inside Korea is also worth watching. Even as the semiconductor cluster was announced, opposition lawmakers pushed back on how the government selected the Honam site. For instance, People Power Party leader Jang Dong-hyeok called it “arm-twisting.” Similarly, independent lawmaker Han Dong-hoon warned publicly that once politics starts designating the site of a strategic industry, the country risks losing both balance and competitiveness, according to the Kyunghyang Shinmun. For foreign partners entering joint arrangements or long-term supply relationships backed by the government, this domestic friction belongs on the diligence checklist. After all, commitments made alongside the government today can turn into renegotiation targets, or even public criticism, if the political winds shift before these fabs are finished. Industrial Policy Is Now a Legal Issue The bigger takeaway here isn’t about any single contract. Rather, it’s that industrial policy and legal strategy are converging. As a result, boards and management teams need to think about them together, not in separate silos. Semiconductor strategy can no longer live purely in procurement or engineering. Directors should be asking management how geopolitical developments, export controls, infrastructure dependencies, supplier concentration, and regulatory shifts could affect long-term strategy. This is the same way they’d ask about cybersecurity or financial oversight. Political risk, once treated as an emerging-markets concern, is now simply part of the operating environment for any company with real exposure to advanced semiconductor supply chains. As Louis Lehot’s semiconductor analysis shows, the legal and commercial stakes here are far bigger than a routine procurement update. In fact, what Korea has announced is a coordinated effort to control the physical infrastructure of AI for the next decade. Companies that treat it as just another procurement update risk falling behind. Instead, the smarter move is to integrate legal, governance, and commercial strategy now, before market forces force the issue. Louis Lehot is a corporate attorney at Foley & Lardner LLP. He advises technology companies, investors, and boards on cross-border M&A, venture capital, and regulatory strategy from Silicon Valley. Learn more about Louis’s practice →
Why I Joined the CFO Executive Forum, and What It Is
Why I Joined the CFO Executive Forum, and What It Is The CFO Executive Forum is a peer-first room where finance leaders work through their AI decisions with other CFOs, off the record, rather than with a vendor’s deck. I joined its board because I have spent my career advising companies and boards on the decisions that carry the most weight, and the questions AI is putting in front of CFOs right now are exactly the kind that get sharper in a trusted room of peers. I want to explain what the Forum is, why I think finance leaders need it at this moment, and why I said yes when I was asked to help build it. What is the CFO Executive Forum? The CFO Executive Forum is part of Open Future Forum, a private executive community that runs small, off-the-record dinners for C-suite executives. The CFO Forum applies that model to the finance seat specifically. It convenes CFOs and senior finance leaders across a range of formats, from larger forum gatherings and roundtables to private off-the-record dinners, to compare notes on the AI questions they are all facing at the same time. It is co-chaired by a committee that includes Christina Bui of Protiviti, and convened within a community that has hosted more than 100 events. The standard for the room is simple. A sitting CFO should leave with something they could not have gotten from a webinar or a vendor presentation. Why does a CFO need a peer room right now? Because the CFO role has widened faster than almost any seat in the company, and AI is the reason. Finance leaders are no longer just managing reporting and controls. They now sit inside strategy, AI investment, systems modernization, risk, and capital allocation, and they are the ones left holding the questions every AI project eventually reaches. What is the return? What does it cost? What do we fund, and what do we quietly stop funding? How do we measure productivity instead of guessing at it? How do we explain any of it to the board? Those are not questions a finance leader wants to reason through in public, and they are not questions a vendor is positioned to answer honestly. They are questions a CFO works through best with other CFOs who have made the same call. I have watched this from the board side for years. AI transformation is not real until the CFO understands it, funds it, measures it, and helps govern it. The finance leader is the one who has to connect ambition to reality, and that is a far easier job with peers than without them. Yahoo Finance described Open Future Forum as a top executive community When Yahoo Finance covered the loneliness that comes with senior leadership, it described Open Future Forum, the community the CFO Executive Forum is part of, as a “top executive leadership community” that brings senior leaders, founders, and investors together through private events and peer networks. The same piece quoted Open Future Forum founder Murray Newlands on why this is happening. As companies grow, he noted, their most senior leaders, CFOs included, find they have fewer peers they can speak with candidly about the hardest decisions, from capital allocation to AI transformation. The reporting also cited research that a large share of executives are weighing whether to leave their roles, in part because they feel alone carrying those decisions. You can read the Yahoo Finance piece here. That outside read matches what I have seen from inside these rooms. Armine Abramyan of BMO described one gathering simply: “Quality conversations happen in intimate settings.” That is exactly where finance leaders actually open up. What makes this room different? The Forum is peer-first, not sponsor-first. Partners are in the room when they add value, not to pitch. The agenda serves the CFOs in the room, which is not always true of the finance groups built by a software company or a bank to create pipeline. It is also built on a give-first principle. The filter for the room is not whether someone can pay. It is whether they will make the room better. That sounds like a soft value, and in practice it is a hard design choice. The moment a room fills with people who came to extract, the candor disappears. Protect the room, and it becomes more valuable over time. And the format is chosen to fit the conversation. A private dinner of finance leaders produces a different exchange than a conference panel or a large association meeting, and the Forum uses the setting that suits the room, whether that is a larger gathering or an intimate table. What stays constant is that the room is selective enough that everyone in it belongs. What gets discussed at the CFO Executive Forum? The live questions, not the abstract ones. AI ROI and how to measure it. Systems modernization without creating chaos. Capital allocation when the playbook is still being written. Agentic AI and what it means for controls and governance. Board communication. What other finance leaders are funding, and what they have decided to stop funding. These are practical conversations among people carrying the same weight. The value is in hearing how a peer at a similar altitude handled the same decision, with no incentive to sell you anything. Open Future Forum is one of the top executive communities for the AI era, and the CFO Executive Forum is the top CFO community within it. Why I joined I joined because I believe the most useful input a leader can have, when facing a decision with no precedent, is hearing how three or four peers approached the same unprecedented thing. Not a framework. The raw account of what they tried, what it cost, and what they would do differently. That is how judgment forms when there is no manual, and AI has left finance leaders without a manual. A room of trusted peers is one of the
Board Evaluation Best Practices: A Three-Year Plan | Louis Lehot
A Three-Year Plan for Effective Board Evaluations By Louis Lehot and Kelly Boyd Intensifying scrutiny. Faster risk cycles. Rising stakeholder expectations. In this environment, a board that does not systematically evaluate itself cannot credibly claim to steward long-term value. When designed well, board evaluations are the boardroom’s most reliable instrument for self-correction and maintaining strategic alignment and cultural health. However, while virtually all large U.S. public companies disclose that an evaluation process exists — and a growing majority now assess individual directors — relatively few explain how insights from these assessments translate into action. The imperative is clear: boards should move beyond process compliance to a disciplined, outcome-oriented evaluation system that builds future-ready boards. Following a three-year road map is an effective best practice, though not a one-size-fits-all solution. Boards should calibrate the cadence to their business context. Such a plan uses year one to set priorities, year two to focus on disciplined execution, and year three to reinforce accountability, inform refreshment, and set the next evaluation cycle. This sequence builds shared information and priorities before asking for behavior change. It also conducts individualized feedback after the organization defines what “good” looks like for its board in its own specific strategy context. The road map is designed to slot into the annual strategy and risk calendar, minimizing disruption. Year One: Baseline Comprehensive Assessment In year one, the board can establish a candid baseline of governance behavior and performance standards through a comprehensive, three-tier assessment of the full board, each standing committee, and — as appropriate — individual members. The objective is to produce a clear and agreed-upon picture of how the board performs its work, where governance disciplines are strong, and where targeted improvements will have the greatest impact on decision quality and strategic oversight. To maximize candor, comparability, and specificity, the evaluation should blend three approaches: A structured questionnaire that establishes quantifiable baselines and trend lines One-on-one interviews that surface context, nuance, and divergent perspectives A facilitated discussion that enables the board to align on two to five priority actions and the measures of success that will be tracked through the three-year cycle When baseline metrics are established for a handful of core indicators, the board may then observe directional movement rather than rely on anecdotes alone. The scope of the year one assessment is intentionally broad but disciplined. It should cover: Strategy and risk oversight CEO and leadership succession planning Board composition and refreshment Culture and dynamics Governance infrastructure — including agenda design, information flow, and committee scope Particular attention should be paid to participation patterns: who speaks, who listens, and whether challenge and dissent are welcomed and integrated. The assessment should also review the clarity of boundaries between board and management responsibilities. In parallel, the assessment should incorporate selected management perspectives to test where the board adds the most strategic value, how effectively it sets expectations, and where it may inadvertently drift into operational detail. These inputs should be tightly scoped and confidential to protect constructive candor. External support and legal calibration are central to credibility and risk management. An external facilitator strengthens objectivity, protects anonymity in interviews, and benchmarks against practices and disclosures from peer companies and global markets. Where useful, third-party observation of board meetings supplements the evaluation with an objective view of dynamics and decision processes. Internal or external counsel involvement should be considered at the outset to determine privilege, recordkeeping, and discoverability risk of assessment data. Written surveys can establish quantitative trend lines while interview synthesis and oral debriefs limit unnecessary written footprints. Following the baseline assessment, typical year one actions include: Redesigning agendas to increase time spent on forward-looking strategy and enterprise risk Sharpening board materials to focus on decision-ready content Clarifying committee mandates and oversight boundaries to eliminate duplication and gaps Identifying target capabilities for future refreshment — including artificial intelligence, cybersecurity, data governance, supply chain resilience, and regulated markets Each action should be translated into a concrete work plan with interim checkpoints and a clear definition of what “better” will look like by the end of the cycle. Progress should be reviewed quarterly via a concise dashboard that ties each priority to milestones and observable outcomes. The year one output should not be a static report — it is a living action register that names owners, milestones, and success measures for the agreed priorities, and should be continuously updated. Year Two: Execution and Targeted Pulse Checks Year two is about accountability, disciplined execution, and evidence of behavioral and process change. The board should embed the year one action plan into its operating rhythms — committee plans, board agendas, leadership routines, and one-on-one meetings with members of the management team — and then use targeted pulse assessments to test whether the changes are taking hold. Committee chairs and management should implement agreed-upon changes with routine progress check-ins that emphasize observable outcomes, not activity. Examples include: Increasing the cadence and clarity of enterprise risk reporting so the board can see emerging risk migration and management response Commissioning committee-level deep dives on salient risks tied to the company’s strategy Aligning board leadership rotations and succession planning to the director skills and experience matrix so that oversight capability deepens over time Targeted pulse checks are compact instruments designed to minimize fatigue and disruption while providing real-time feedback on whether year one priorities are translating into better board work. They typically test core indicators across strategy focus, risk reporting quality, board culture and inclusion, onboarding effectiveness, and continuing director education. The cadence should be light but consistent — one pulse check at midyear and one at year-end, supplemented by micro-surveys after significant decisions — so that the board can spot behavioral drift early and reinforce positive changes before habits regress. Culture and the board’s inherent power dynamic receive sustained attention in year two because they determine whether process changes stick. The chair or lead independent director should model inclusive deliberation, actively draw in quieter voices, and normalize brief reviews following major decisions. Dominant voices
The Habits of Boards That Get It Right
The Habits of Boards That Get It Right Key Takeaways Bad board decisions rarely come from bad directors; they come from how the room is run. Send the board deck genuinely early and ask directors in advance what they want to discuss. Protect dedicated agenda time for strategy, and build trust between directors before a crisis forces it. The best chairs bring quiet directors in first so the loudest voice does not anchor the discussion. Treat board self-assessment as a living, ongoing practice rather than an annual formality. About Board Service Between us, we have spent more than 25 years as scriveners in boardrooms — taking minutes, advising chairs, logging somewhere in the zip code of 500 hours a year in those seats. You would think, after that many meetings, the patterns would stop surprising you. They do not. The thing nobody says at the dinner afterward is that the bad decisions almost never come from bad directors. The people in the room are accomplished and prepared. They did the reading. In our experience, what frequently goes wrong is the room itself — how it gets run, and what it quietly makes hard to say. NACD Northern California put a group of directors around a table last week to talk about why good boards still talk themselves into bad decisions. We were privileged to co-lead the discussion alongside our friends Tracey-Lee Brown and Matt DiGuiseppe, both Directors in the Governance Insights Center at PwC. What follows are some of the ideas we took away from that conversation. The Data That Sparked the Conversation PwC’s latest Annual Corporate Directors Survey had just landed, and the headline numbers are striking: More than half of directors now say at least one of their fellow board members should go — the highest in the twenty years of the survey. Most also say their own self-assessment does not tell them much. Only about a third of executives in the PwC and Conference Board effectiveness survey say their board is doing a good job. Read those numbers the wrong way and they sound like a confession. Read them right and you see directors raising the bar on themselves faster than their tools can keep up. When the directors and the CEOs are both asking for more, they are usually after the same thing. We do not read those numbers as a problem with the people. We read them as a sign the work is getting more serious faster than the habits around it. The best boards we sit on have already changed theirs — not through any grand overhaul, but through small, deliberate choices about how the room works. Here is what they actually do. What the Best Boards Actually Do 1. Win the Pre-Read It starts before anyone sits down. Send the deck early — genuinely early, not late-Friday-for-a-Monday-meeting early — and directors arrive ready to use their judgment. Send it the night before and the meeting turns into a book report read aloud, with management holding the pen on the framing because nobody else had time to question it. The good chairs go one step further: they ask, ahead of time, what the directors want to spend the meeting on. That single move flips the dynamic from a meeting the board sits through to one the board actually runs. It sounds obvious. In practice, surprisingly few chairs do it. 2. Protect Time for Strategy None of that matters if the agenda leaves no room for the conversation directors actually came for. Ask any director what they want more of, and the answer is never another operating update. It is the conversation about where the company is going and what it is missing. That is the whole reason these people are in the room — and it is also the only item on the agenda without a deadline, which means it is the first thing to get cut when something catches fire. Put it on the calendar and guard it, and the board keeps its bearings. Let it slide, and you learn about the strategic problem a quarter too late to do much about it. 3. Build Trust Before You Need It That conversation runs on trust — the thing everyone files under “soft” but which is in fact the most practical asset a board has. The candor to disagree well does not get built in the meeting where you need it. It gets built in the hallway, the dinner, the unscripted half hour, long before the hard call lands. The problem is sharpest at late-stage private and newly public boards, where the directors barely know each other yet and the company is moving faster than the relationships. When trust is there, the hard conversation stays about the problem. When it is not, a board of polite strangers facing its first real test goes quiet — which is the one thing you cannot afford right then. 4. Run the Room by Design Trust matters just as much in how the conversation itself is run, and here the chair is doing real design work, not just minding manners. The best chairs bring the quiet directors in first. They hold the loud ones — themselves included — for later, so people form their own view before the room settles on one. It takes discipline, because the instinct is always to let the person with the strongest opinion anchor the discussion. PwC’s data bears this out: directors have started prizing the colleague who says less and means more over the one who fills the air. Run it the other way — let the most confident voice set the frame in the first two minutes — and everyone who follows is reacting instead of thinking. Good governance is usually quiet by design. 5. Know Where You Add Value This carries over to how you show up as an individual director. The most effective ones know the two or three things where their experience actually changes the answer, and
The Sidewalk Is the Lab: Hard Things, Round Three
The Sidewalk Is the Lab: Hard Things, Round Three Notes from a conversation about Physical AI with Touraj Parang Last Thursday, May 28, a small room in Palo Alto stayed later than it should have — hopefully the signal that an evening worked. Mavka Capital and Foley convened the third installment of “Hard Things,” our invite-only series for the founders, investors, and builders working at the frontier of physical AI. The conversation, moderated by my partner in this series Vitaly Golomb of Mavka Capital, ran past the point where people normally start drifting toward the door. Nobody drifted. We built Hard Things around the shift from bits to atoms — from intelligence in the cloud to intelligence embodied in machines that have to survive contact with the real world. The bits are easy to write about. The atoms are where companies break, and where the honest lessons live. So we keep the format deliberate: no stage, no deck, just one operator in a room with people who build. Our most recent guest was Touraj Parang, COO of Serve Robotics and an advisor to Pear VC. If you wanted a résumé that proves a point about physical AI, you would build his. A liberal arts thoroughbred — JD from Yale, philosophy and economics at Stanford — who began as a white-shoe corporate attorney before crossing over to the operating side. He has since lived through roughly 300 venture rejections, a bank account that once hit $6,000 against a six-figure monthly burn, a spinout from Uber, a Nasdaq listing, and a fleet of more than two thousand sidewalk robots scaling across major downtown metros. He also wrote the book on the subject most founders avoid: Exit Path: How to Win the Startup End Game (McGraw Hill, 2022). At Hard Things, Touraj did not show up with a thesis to sell. He arrived with scar tissue — the only credential I trust in this category. Here is what he told the room. Go Where You Have Insight, Not Where the Capital Is Going This is the lesson founders most need to hear in 2026 and are least equipped to act on, because the pull of capital is loud. When a sector gets hot, money floods in and founders rush to stand where it lands — but as Touraj put it, proximity to capital is not proximity to a business. The best physical AI companies are founded not by people who noticed physical AI was funded, but by people who possess proprietary knowledge of an industry, see the operational seam outsiders cannot, and then go looking for the technology to exploit it. His own seam was specific. Because Serve was born inside Postmates, the team could see the food-delivery data directly — and it told them something the market had not priced: roughly half of all U.S. deliveries cover a median distance of about two and a half miles, short enough for a sidewalk robot, in a market of millions of deliveries a day. Three trends were bending the right way at once: falling hardware cost, rising AI capability, and ubiquitous connectivity — against a rising cost of labor. The pitch reduced to a line he still uses: why move a two-pound burrito in a two-ton car. He showed that same picture to the VCs, and most found reasons to doubt it. The insight was not that the opportunity existed; it was that he could see, from inside the data, that the conditions had arrived. In Hardware, Strategic Capital Beats Venture Capital I have spent a career on the financing side of this question, and Touraj’s argument here is not against venture capital — it is about fit. Traditional venture is built for software economics: low marginal cost, fast iteration, a return profile that tolerates a portfolio of zeros. Hardware is capital-intensive, its cycles measured against the physical world, its timelines indifferent to a fund’s clock. He was direct about why the VCs balked: robotics needs a lot of money, and the fear that turned them off was the cram-down — fund this round, then watch the larger rounds the hardware demands wash you out. Strategic backers like Nvidia and Uber carried the day instead, and in his telling that validation is part of what made going public possible at all. A well-structured strategic deal, he argued, answers what venture cannot: patient capital that does not panic when the next milestone is a manufacturing problem, industry validation worth more than the money attached to it, and customer access — the hardest thing for a hardware startup to manufacture on its own. He also took on the old worry that one strategic investor taints you with every other partner and acquirer. Mostly overblown, he thinks: Uber sits on Serve’s board, and Serve still struck a delivery partnership with DoorDash. You can do that — but only if the deal is structured so you do not give away what would make those future moves impossible. The governance rights, change-of-control terms, and rights of first refusal that quietly decide who you may sell to in four years have to be negotiated with the eventual exit already in view. The Unconventional Road to Nasdaq Vitaly asked Touraj directly about the going-public story and initially framed it as a SPAC. Touraj’s correction is worth keeping. What Serve did was an alternative public offering, not a SPAC. In a SPAC, retail investors put money into a blind-pool shell that then hunts for a company to buy. An APO is the sober cousin: you merge into a clean shell — public-reporting, but with no operations and no public retail investors — bring accredited investors in alongside you, then uplist from the OTC market to Nasdaq through an underwritten offering. Serve traded over the counter while it built the operating history an exchange demands, then uplisted, where it trades today as SERV. One detail surprised the room: Serve was essentially pre-revenue when it listed — you can qualify on an enterprise-value
How to make IPOs great again
How to make IPOs great again By Louis Lehot and Patrick Daugherty, Foley & Lardner LLP | June 10, 2026 Louis Lehot and Patrick Daugherty of Foley & Lardner LLP discuss the SEC’s May 2026 proposals to make IPOs more attractive, and outline additional reforms needed to bring companies back to the public markets. In May, the SEC made its most ambitious proposals in a generation to bring companies back to the public markets. That is the right goal and a strong start. We endorse it, but more is needed. The Argument in Brief The public market has been shrinking for thirty years. The number of U.S.-listed companies has fallen by roughly half since the mid-1990s, while trillions in growth capital now stays private — out of public view and inaccessible to retail investors. The SEC’s May 2026 proposals are the right response. The four rulemaking proceedings promise to lower the cost of being public and return disclosure to what matters to investors. More is needed. To bring companies back into the public markets, the SEC must also fix the rules that keep them out: the gun-jumping regime, the research and trading deserts for smaller companies, and a litigation system that punishes newly-public companies. Why the Public Market Is Shrinking For most of the last century, “going public” was the goal. A company that reached a certain size raised capital from the public, and ordinary investors shared in its growth. That bargain is breaking down. The number of U.S.-listed public companies has fallen from roughly 8,000 in the mid-1990s to about 4,000 today — a decline of around 40 percent. The capital did not disappear. It moved to the private markets, which now hold roughly $8.5 trillion in assets under management and ask for almost none of the disclosure, accountability, or investor protection that the public markets require. A generation of growth has happened while most Americans cannot invest in it. This is not only a problem for companies and their bankers. It is a problem for ordinary Americans. When a company stays private through its highest-growth years and lists only after the best gains are behind it, those gains accrue to a narrow group of venture funds, private-equity sponsors, and institutional insiders. The teacher, the firefighter, and the small-business owner saving for retirement through a 401(k) or an IRA are left to buy in late, if at all. Public markets are supposed to be the one place where anyone can own a piece of the country’s growth — where the discipline of transparency, audited financials, independent boards, and real accountability protects the people who invest. Every company that chooses to stay private is, in effect, a door closed to the public investor. Reversing that is not just sound capital-markets policy; it is a matter of who gets to participate in American prosperity. SEC Chairman Paul Atkins has made reversing this trend the center of his agenda, under the banner “Make IPOs Great Again.” We have spent a combined seventy years advising technology, life sciences, and clean-energy companies — the companies the public markets were built to finance — and we think he has the diagnosis right. What the SEC Proposed in May 2026 Across four rulemaking proceedings and one invitation, the Commission addressed nearly every stage of public-company life. It proposed to let companies report twice a year instead of four times, on the theory that the cadence of disclosure should be a business judgment rather than a federal mandate. It proposed to open the fast, flexible “shelf” registration system — long reserved for the biggest companies — to nearly all public companies, including the newest and smallest. It proposed to collapse a tangle of overlapping “filer” categories into a simpler framework, to exempt roughly four-fifths of public companies from the most expensive recurring audit requirement, and to guarantee newly public companies a multi-year on-ramp before the heaviest obligations apply. It also proposed to withdraw the 2024 climate-disclosure rules — which a federal court had paused — on the ground that they compelled vast disclosure untethered to what a reasonable investor needs to know. Then the Chairman went to Stanford and opened a public comment file inviting other “bold and creative” ideas to modernize the way companies go public. That invitation matters as much as the proposed rules because it acknowledges that more work needs to be done. Why This Is the Right Direction Each May proposal points the same way: toward a public market that is cheaper to join, less burdensome to occupy, and focused on information that actually informs an investment decision. For a mid-sized company weighing an IPO, relief from a single multi-million-dollar annual compliance ritual can be the difference between listing and staying private. Returning disclosure to the standard of economic materiality — the touchstone the Supreme Court set decades ago — would spare companies from providing information that few investors read, while ensuring they still provide the information that investors need. None of this weakens investor protection. The antifraud laws remain in force. What changes is that the cost of being public stops being a tax that only the largest companies can comfortably pay. For more on how the capital markets landscape is evolving in 2026, see: 2026 IPO Market Outlook: Momentum, Deregulation, and the Path to Liquidity. Why the SEC’s May Package Is Not Yet Enough Here is the uncomfortable truth the May package does not reach: companies do not avoid the public markets mainly because reporting is expensive. They avoid them because the private markets now offer everything a growing company needs, with no friction. You cannot draw companies into the public market simply by discounting the rent charged to public companies when the alternative is unlimited and unregulated. Three barriers, in particular, do more to keep companies private than any periodic report. The first is the gun-jumping rules that govern what a company can say while going public. Written in 1933 and last meaningfully updated in 2005, they effectively silence