Business Pants – 2022-12-07

Heyo. Marty you should be way more excited today. Live. I'm gonna faint excitement live from the Doug, wait from the Doug, cheers basement. But I just dual class shares. Its a duck Chia. Woke Wednesday edition of business pants. Join is always by our BS course, but at Matt McArdle And today we have a special guest. We have a fancy expert joining us, the president of sound board governance and fellow at the Rutgers Center for corporate law and governance. Doug Chia, is that all true Doug. That is all true. Okay, it doesn't sound right? Why would that not the middle? The middle portion felt like an embellishment. I'm I'm an Exxon board member, I didn't realize that. And today's Arcane magic called December 7th 2022. A woke governance game called idiot or ignorant before we get to that. Today's episode is sponsored by ESG your ESG data solution. We don't actually have a The great Paul Hodgson has not sent in anything today, so we can do whatever we want. Cool. Can we talk badly about our one sponsor or do we have badly about Paul but not about ESG? But I like Paul he's voice is so well. Okay. It's a British accent can really like full. A lot of people, what do you say Doug about ball? Just say the British. It's true. Okay, it's true. Like Jude Law is probably an idiot but just I was recently at dinner with Paul, and let me tell you the British accent did not help him sound any smarter. It didn't oh, the sake made himself Dumber. Yeah, I was gonna say the single mom. So yeah. Not that. I'm having dinner with our sponsors. I feel like, what is that 456 right there? I pretty sure you're out of compliance. I'm gonna tell her compliance team, so social influence right there. Yes, that's it. You're conflicted. Before we get rolling, did that Doug? Is there anything? You want to add you? The floors. Anything you want to say to introduce yourself other than our terrible introduction there? No, no. That's all good. You know, first a long time caller. First time, long time with their first time. Caller a long time. First time. Whatever. Blah blah, blah. Yeah. Like yeah, your doors from Queens. Yeah. Okay, let's just get right to it, Matt. You ready you let's do it. Yeah let's use hijacked, you've hijacked the agenda's day, you're looks like you're running the game, I am running the game and your friend that I'm gonna make a full out of us. And front of know that you're gonna make a fool out of us, which means you need to give me a little bit of game music and then stop the game music because I hate the game music. So what do we got? Give me something. Give me something. Oh, see, there it is. So today in honor of Doug being here and for those of you who don't know, Doug Doug is in a long time. Expert in governance shit. We'll just say t-shirt yet though. Yeah, well my teacher's ironic, I'm hoping your hat is also ironic because I'm just wait Jamie's. Jamie dimon, is, is rejecting 40 million from his board and then not rejecting it because he doesn't want to offend them. So, you know, it can happen the game. We've crafted specifically for expert, Doug Chia is called idiot or ignorant. A governance fail headline game. I've got roughly seven headlines, and then some bonus stuff. Maybe we'll Get to, if we have time, we're gonna go headlined by headline. And then the only thing that you have to weigh in the way this game works, is both Damien and Doug, say, whether or not. Yeah, you're playing too, and then I'll pick who's right? The, you will say, whether or not the question, I asked after this headline, they're an idiot, or they're ignorant, and then we can explain why, but I don't really care. So kind of name the person and I'll say if they're an idiot or whatever. Yeah. Yeah, so here's an example. We'll just start, we'll just gonna kick us off. And in order in order to kick us off, I am going to absolutely do this because I hate the background music. The Damien chooses, the worst background music. Here's the first one and you can get a flavor of this. So, this is like a sample. Is this is this, is this one doesn't happen teaser. Okay. Yeah. Disney's bored needs. Some magic is the headline? Yeah. The question I have for you is Disney's board and Bob Iger, are they idiots or ignorant? And this is on the back of Bob, iger's, Boomerang CEO, and acting of bald, Bob chapek, and all the nonsense going on there. So, tell me Doug, Disney's board and or by her, its or ignorant He? Um, you know, anyone who can keep things going for that long. Be the most influential person at a company who doesn't actually work there anymore and get has gotten paid as much as he has over the years, is no idiot. In fact, you know, I, yeah, there's certain qualities that I like about that the board. I don't think the board or budget, idiots. I just think they can't seem to get it right. And, you know, Disney is like The well, let's see, let's just say that they are not doing a good job. Back to the Eisner years. I mean, this is, this is not an isolated to today. This goes back throughout Tigers, 10 year of, you know, kind of saying he's gonna retire that he doesn't that. He signs a new contract, then they have a guideline up, then they fire that guy. Then they actually replace Eiger and they fire that guy. You know, you can say it's all based on performance but if you look at how I got into the role in the first place, as so brilliant, you really brilliantly. Explained in James B, Stewart's Disney War. You can see this this company has a long culture, probably going back to Walt himself. Of this, you know, leadership succession problem and probably leadership dominance. You know, you've got one dominant figure there. and it's like, okay if that person somehow everyone's deemed that if that person goes away, the company just Folds So, I Eisner convinced everybody of that. He brought in a replacement and and proceeded to kick him out. And then, you know, I take so they finally get rid of it. Eisner and they bring in either. And I goes on this same kind of, you know, he has like the Eiger Dynasty, where he just can't go away and every time they they're like, I mean, we should get someone new they're like, no, no. How can we let this guy go? Everything's gonna go bad. You know, it's it's like Starbucks with Howard Schultz. It's like, why do they have to keep bringing this guy back red flag. I mean, all kinds of red flags if you are so dependent on one person. Yeah. Wait, well, you giving up? It's already over. I don't even get to wait a year vote. Next. I'm just telling you that Doug is, right. You're gonna say Doug is right for everything. He says, though, I have another question. No, because I do think Igor might be partially to blame here. There's two things that occur to me. One that the most influential person was not at the company. Already is a red flag of all of them, right? Like and second is did the succession planning problem. Start when Walt Disney Frozen brain use cryogenic because he expected to come back and rule the company again, when he was unfrozen, I mean, this you're right this might date back to the original. Well, can I just say the business? The business World missed some big Clues here. First of all, They didn't replace Bob with someone as Disney beautiful as Bob. I mean, you know, it's true. He handle, you can't go from one Bob to that Bob, it just doesn't work. He's a Kendall. Secondly, he hovered around kind of bizarrely. He didn't take any real jobs. Remember, he was taking board seats at nft companies. He was like Hansel and Gretel, he was breadcrumbing himself around that, we should have known that. He didn't really want to go anywhere and third of all according to the proxy statement, it says very explicitly. We suck at succession planning, so they are who they said they are. Want to leave. I think the board went back and begged him. I'm sure he was like look. I'm retired, he's been a couple years now. I wrote a book. I'm right, I'm on the book tour, you know, I look great and they're like, no, no, no, no. We need you to come back because the guy you picked and I think he was like, okay, fine, fine. So I don't agree, I don't disagree. But yeah, he's one of the only CEOs in this known universe that had negative things to say all along the way. He somehow his opinion and cropping up in the business person. It's unusual. Jack Dorsey said, the same thing about not only his CEO, but his board, and his entire company as he's here for. I've seen it before, usually. They kind of, you know, keep it, you know, limited to like dinner with board members or something like that. But yeah. Well, I'm gonna I'm gonna answer now, Matt. I'm gonna say Damien via here. Neither how about that one? Is there? What? What's the third choice? There is no. Third choice. You're just wrong. And that was our, that was a That was a sign of our starter question. Just wait to get to the next question. So, are you ready for the next one? Here's the next one. The headline is after key changes at Disney and Exxon anti-walk investor eyes, toxic Home Depot and Chevron. All right, I have to preface this. First of all, this is Vivica ramaswamy and the anti moving at strive, this is a quote from Vivic. He said, quote Exxon to whom I sent a letter calling for greater diversity of thought in the boardroom. Guess what? Exxon, recently announced two directors, they were adding ramaswami details. And then, quote, the same thing at Disney, I'm happy to see the CEO was booted. After strive sent to shareholder letter to Disney some number of months ago. So strive anti-wolf thinking, they got shape back axed on board members. Are we idiots? Are we ignorant? My answer to this is obvious. Oh, go ahead. Go ahead. Look, this drum roll. I don't know if I deserve that. This is a clear, a clear moment of idiocy here. First of all, what Vivica is really great at is pretending that things should be shareholder driven, but then being angry at all shareholder choices. So yeah, let's take on, for example, those directors were voted in by the shareholders. They had an opportunity that the dissident directors were approved by the shareholders. In fact, in the next year, 2022 on average, they received 98% support. So I don't know what he's disagreeing with here. Second law. The Home Depot thing Vivek is a certified idiot for this, because here's what he says, he says. A strive believes that hiring at Home Depot. Should be based exclusively on Merit without regard to social considerations, which may raise legal liabilities for the company. Okay? This is about the racial Equity audit at Home Depot Vivek. Here's what the audit is actually asking for an analysis of Home. Depots adverse impacts on non-white stakeholders and communities of color. That's it. Nothing about hiring. It's an absolute. He's an idiot, it's alive zero about hiring nothing, so he's an yeah, I agree, he's an idiot, I'll take a little different angle. Thinks that I mean basically it kind of a he's such a an ego Maniac that he must be an idiot. I sent a letter to this company and then they did exactly what I said. I said a company letter that that's like, no, they did not do it because of you. Okay. I mean, it's like, Get over yourself and you know, in terms of yeah, the racial Equity audience audit proposal. He clearly didn't read it. No didn't read it. Nothing about hiring zero proposals out there. Some are looking for kind of, let's look on our internal program, our patterns, our pay disparity, all that kind of stuff. That's not the proposal. The Proposal was, or we Home Depot, having some kind of disparate impact on communities, particularly, you know, minority underserved community's a really, it wouldn't have taken you very long to do that. Research. matter of is, this internal, internal, and It's so yeah. What I like actually most is that most of these racial Equity audits now are they're being, they're being put out, not by Like woke nuns. It's not like that. A half of them are now by the national policy like like it's actually the anti-tobacco. And it's this whole like white man's grievance. No fans guys, but it's like we're being blamed for everything. And we want to prove that the company who probably has everybody in their Executive Suite. White guy is, you know, somehow is discriminating against white people, you know, it's a ridiculous argument, we can all see it, but these guys I've dealt with these guys like in, you know, in person, you know, they're, they are tea party. Activists posing, a shareholders and hey, look, the people on the left, they do the same thing. And so they are just saying, hey, we got to get smart as conservative and get in this game, because it's dominated by liberals and they're right. They're just going at it, going about it in an idiotic fashion and they're getting no support. You want to know why? It's idiotic, because they refused to buy ESG data. From ESG data providers to tell them who's woke, Except and that what they need to do is they need to buy a bunch of data, but in order to do that, they have to make a bargain with the debt their devil to do it which is to work with woke corporations, get the data then use the data. that says the companies woke against the company that ability for a new, you know, type of business. The Anti-walk ESG. Correct, anti-walk. Yes, she can get, you know what we, we invented board, saber metrics, I think it might be time. Wait at, wait, wait wait, Gators is anti-walk ESG. Is it woke is? I where does the? Where does the lose star exercising? A lot of woke tactics here. So I'm just very confused at what they are like, the free market is great until something out there. I don't like something and then I'm gonna ban it, right? Yeah. It's a very good at this, you know, the other side is trying to shut down free speech. So we'll just shut them down entirely, you know. Yeah. Oops. Vivica is especially crafty at this because he he leans greatly on this idea that corporations had only listened to their owners, only, listen to the shareholders, but then when the shareholders have a certain perspective, he comes out against that. So he says, he says, those aren't the real owners. Those are the owners Representatives that be the ones who own a majority of the voting interest. Well, I mean, it's kind of like look, You know, putting the, the X on board in place, the current one that wasn't like black rocks idea. That wasn't Larry Fink saying, hey nominate my buddies. This was engine number one, a tiny shareholder. Just like him who put up nominees and managed to get everybody support him. So, yeah, do the same thing. Where's your candidate? Not to mention, not to mention that. He cites instances where 63% say of the shareholders, say yes on something. He blames BlackRock, which owns 5% of that boat. So there's just no, there's no real. Their math is not the strong point, you know, our our friends at ISS, they say, oh, it's always, this is fault. It's like, no. Look, if you got like, more than 50% against on your say on pay that's not just is folk. I SS maybe made up 25%, you know, they influence 25% of that vote, maybe. But they did not influence 50. The other 25s on you. Right. I'm gonna say you both get 300 points and a game with no points. Thank you let's go on to the next headline, the next headline. Yeah is speaking of ISS the devil ISS recommends, aimco shareholders, vote for change on land and buildings, blue, Universal proxy card. Here's why I brought this up, I know nothing about aimco, I didn't research them for this show. All I want to know from Doug is two things. Number one, blue pill. Proxy card. Explain what that is, I know what that is. Damon notes with that is, but a lot of people don't even know this exists yet. And number two will be ISS. Are they generally an idiot or generally ignorant? Because there seems to be a lot of divisiveness about ISS. All right. Well, the blue card. I actually don't know anything about so I can't speak on that. I just thought this was a normal proxy contest where they're, they're sending out a piece of paper that happens to be blue, you know, vote for the gold card. Well, I mean I think seems like blue is very, you know, common color for the dissident to have. Okay, you know, companies, the gold card gold gold. Yeah, proxy card. I don't anyway, the ones I've gotten in the mail, the ones I got for the DuPont, I think we're all blue for, for this, in a car should be, what color are tears? That should be the color of this really blew, doesn't it? It feels Clear. The clear card should be on like, like a clear up the blood? Yeah, the state from the blood, you know, weaving. The red flag in front of the bull kind of thing, but in terms of ISS, look, I have had many, you know, I have had my battles with ISS, I have had my, you know, hugs with people at ISS, most of them. Are there any more? I don't know, they're not idiots. Okay? I mean you and I we all know the people who founded ISS there clearly Deals. They're not and, you know but it's like look they are serving. They're serving an unmet need you know, I access exists because the law is basically requires something that like that to exist and you know the the investors they need a cheap service provider to do this for them. It's just like any other industry where you Outsource things so they're not idiots. They're just taking advantage of of an opportunity now where they might be idiots, is If this if they basically have a monopoly, how come they never make any money and that's true. They keep anyone who buys them? Offloads them within a couple years because I just don't think it's a profitable business. I guess it's very low margin. But I'm just like if you've got a monopoly and you can't really be successful and everybody, right? You know, you're like a hot potato, you know, I don't know what's going on there, Damien? I mean, I feel like I feel like the success of ISS is the fact that first of all, half of people buy them and to Doug's point, they can't make any money but somehow still directors, get a 95% average for vote. So what what are we fucking complaining about? Like, how could we think that they're terrible at their jobs? When all the directors still get voted in on average? This is a non-story. Yeah, we should wait. And they're not doing their due diligence of what to complain at. It's the same Larry Fink Theory. It's just Picking it Target CEO or pick a company that that suggests voting based on methodology that they published before. The fact, I don't know. There's no story here. You can say it's a racket, you know, it's like they're the test taker but they're all. So selling the no not compelled to use ISS. It's available to you if you need it. There's a minion of the cheapest way to satisfy a regulatory requirement. That's really what it is. Or you could own less stuff. Make it easier on yourself. Yeah, we're index. So we have to own everything. It's like no one force you to be indexed. Okay? That's your choice. No one for wake up in the morning. Oh, that seems real harsh. I I'm gonna say you both said ignorant not idiots which gets us to the next one which which I am going to I'm going to presage what the outcome is here but here's the headline. FTX Giselle partnership. Highlights risks of celebrity ESG roles. And here's what it made me. Think of Damien did a whole bit like, a couple weeks ago, a show where he covered celebrity board members. Celebrity board members idiots or ignorant. Well, the celebrity board members, they might not be idiots because they somehow manually get on boards and get paid for doing nothing. True. That's true. Yeah, I mean, it looks if I were at athlete. Is they come on my board? I probably be like, hey, yeah. But the you know, you could tell this back bubble was gonna Burst when you know, Colin Kaepernick A-Rod all these guys were somehow like involved in specs or starting. It's like, okay, that is a sign that this thing is just gone. All right, so something that's gonna happen, just stay away. I don't know, I just said, I don't feel comfortable. You putting Colin Kaepernick and a rod in the same sentence. that very Different? How dare you? Look wait, Matt neither of them represent. Bored due diligence. It's really what they do. What is the ESG role? I don't understand the celebrity ESG role. What? Well, so the actual story, he's a partnership. Yeah, go ahead. The actual story is they hire like, Giselle has been hired and I can't quite remember by who, as they roll head of sustainability at, like, right Kings. I think it was just right, okay. It was very recent and or and FTX was using Giselle to like pimp product, I think. But so was like, Kim Kardashian was on a bunch of crypto stuff and got held accountable for it. She paid a fine. It's basically the use of celebrities as sort of token due diligence, and or marketing agents, I'm gonna answer Yeah, I'm gonna answer ignorant. I'm gonna say it's ignorant because it gives Idiotic companies like ours, a foot in to make fun of the company even more. Oh all right. I like Damien's, answer better, sorry doug because we didn't give an answer. Maybe I you said, you said that Giselle was smart, right? The athletes are smart. Yeah. It's I think the company is, it's idiotic to do it. So the company is Look, it's like if you hire Jennifer Aniston to be your spokesperson for your product and on commercials and stuff. Yeah, that's one strategy but it's like yeah. You want to put? Yeah just I don't even know the names of the Kardashians but one of them on your board is just like What are you doing? It's like Donald Trump, inviting Kanye, West, West until like talk about civil rights. It's just like this. That sentence felt like a hate crime. It did the. I, so, I'm gonna say right now that Giselle, if you want to be our head of sustainability here at freefloat, it's an open invitation because I feel like it would be great. Next one is another of everyone's favorite proxy. Advisors the headline is glass, Lewis is updated 2023. Proxy guidelines are released and I actually centered on one thing and you're a lawyer or ex-lawyer or law. A Jason. I you want to understand this. I'm married to a lawyer so yeah, he's close. Are you looking at TV lawyer or are you a real lawyer? Well, I'd say the only real lawyers are the ones who actually go to court. I'm not like the difference between a surgeon and a doctor of literature that what you're saying literature, A surgeon. Oh that's oh good. All right. So here here's what passed in August of this year at into Delaware. Generally, it's General Assembly. They actually amended their code of corporate law to authorize corporations, to adopt a provision in their certificate of incorporation that eliminates or limits monetary liabilities for certain corporate officers for breach fiduciary duty, basically anyos Are there, liability is further limited, if they breach, their fiduciary duty if the company authorizes it. Now companies that are already Incorporated in Delaware, have to get shareholder approval. If they're publicly traded in order to adopt this and glass Lewis has said quote, we will generally recommend voting against such proposals eliminate needing monetary liability for breaches of Duty and less compelling. Rationale, for the adoption is provided by the board and the provisions are reasonable. This feels like a slam dunk. Don't limit liability. Is this an idiot move or an ignorant move? For glass Lewis. Uh, no. I think it makes all the sense of the world for them to oppose this, you know, and I'll use the fancy legal term officer Esco patient. So that the officers have the same ability to be escalated from liability as the directors. Do it all goes back to kind of the fiduciary duties of directors of fiduciary duties to the board to the company, then shouldn't the directors all. So have the same level, it's like, okay, what, why are insiders treated of with having more responsibility? You know, therefore liability for problems when they all have the same fiduciary duties. So, anyway, it's kind of like one of these things that legal nerds like me to talk about. It does make sense for glass to opposed this. I guess the thing that you're not pointing out is I assess is actually on the other side. Is that right? Oh, okay. And so, what's that, you know, their rationale know well, I don't the thing that struck me about even the glass Lewis one was Yes, they they will generally vote against it. They say that about last everything, but that's the language I use for just a case by case basis, right? Can't we say this is not case. Can't we just say that like, this is one, there isn't a situation in which you would say this is a good idea, right? Like, why would we ever want to limit the liability of fiduciary duty for any group of people? Because considering companies, still get made sure. Those make a tremendous amount of money. It's not like, people are like, oh, you know what? I don't want to be in any, oh, because I don't want increased liability of something goes wrong. No one says, no one's ever said that. Yeah, well, I guess, you know, it kind of goes back to this whole thing with disclosures somehow cures everything, right? And so it's like, oh, as long as it's disclosed buyer beware they know what they're getting into, Etc. I mean, you have this argument with people say, you know, I'm like look there should be some restrictions on who can be a board member You know, my hangup is the golden handcuff me or the golden, whatever you call it, where golden leash where it's like, you have a director on there, who is being paid separately by the activists to be on that board. I'm like, companies should have right to say. No, you can't do that. You get paid by the company, the board member, you don't get paid by activists, you know, I've got investors saying, no, as long as it's disclosed, we can decide, I'm just, like, look, if the company wants to have a rule that says, we do not, let axe murderers be directors, they should be able to do that. Discriminating against axe murderers. It's like, if you want to, if you want to disclose in your proxy statement that the person's an expert and the investors can decide like no we want to take this, you know. Well for our company, let's do it. Dream, that disclosure would be your guy but something's just You have to have like off limits. I mean, come on. I like I like the absolutism Let me answer this question with this Vivica said to Disney, he said, we were reminded Disney's board that it owes a fiduciary duty solely to Disney's actual owner. So what would think about this law? I really want to know. I want to know what big things about everything because right he'd be against officer patient, for sure. Um, yeah, I I think anybody would suggest right populists the populist position is hold them all accountable, right? So I yeah, generally the logic is try to hold people as accountable as possible. So yeah. So we're gonna go with glass Lewis. Well, done for mostly saying that you would vote against this ISS. The hell's wrong with you. Yeah, I didn't know more into the ISS thing. You know, I have very good sources who tell me this but I think glass Lewis, you know, it's a layup, you know, kind of. Yeah, it's a lay up. It's a, you know, it's the the extra point. If you miss it, that's pretty bad. If you make it, great, you're supposed to. Yeah. Could we at least agree that glass Lewis has the much better name than I assess? I just yeah, without a doubt with 100%. Yeah, well done, acronyms are so out know the origins of glass Lewis, right? I mean It's like glass and Frank Lewis, don't talk over the answer. I'm just guessing. So, so Lewis I guess it was it Lewis Powell Supreme Court Justice. That you know it's like okay yeah we we like what this guy stands for and I think he might have been the one who created the SEC. I forget, I'm losing my mind and then glass. So there's Lewis who represents a person at his ideals. Then glass is for like transparency. It's like the Looking Glass. So really is okay, really is a metaphor. Yeah, it is so Yeah, so so the guys who came up with this you know that that's that's what they were. That's what they like, I love her. I said suddenly like it more two more on my list of this. This is got to be the greatest governance game ever played, but really, but, but idiotic know, I mean not to be redundant in here, but the answers you give us are idiotic idiot? Or of course I was just looking for a literally wrote this game. I just this isn't a real game. It's more choice is just shut up and play the game. All right, here's their next one. The headline is Tyson CFO, pleads, not guilty to Criminal Trespass, intoxication charges. And this for background, this is Tyson, founder grandson, who went into a strangers house. Slept in her bed because he was drunk, he had no idea where he was, she called the police, they picked him up. They booked him. He is keeping his job as CFO of Tyson Foods and the board has said they have full faith in him. Yeah, now there's like you can't continue sorry continued confidence which what we don't know though is that maybe they didn't really have a lot of confidence in the first place. So maybe the continuing confidence is like, kind of a is like low. This middle middle low confidence but here's my question. And it isn't about the dude or even the board because Tyson is a dual class family company. It is a fake public company. Investors in Tyson. Are they idiots? Or are they ignorant? Because this is what you get, isn't it? When the, when it's a controller company? Yeah, I mean, if you own this company, you know, you're well, you're an idiot. If you're surprised by this. Yes. Yeah. You've got the cfo's a 32 year old kind of family member and apparently can't hold his liquor and you know, stupid things like break into people's houses drunk. Now some people would say that's his private life. Blah blah, blah, blah, seem surprised. Yeah, yeah. I I think in today's day and age, you can't have that kind of thing going on and what are you doing? Appointing your 32 year old son or grandson to the CFO position of a public company. But look, if you buy shares of that company, you know what you're getting yourself into doesn't he should. Yeah. Matt, you kind of left out the best part is that he spent about a month apologizing. And then this week pled, not guilty. I just like that. I love for the thing that I was accused of didn't do. Yeah. Turned out of. Yeah. Yeah. Yeah. So who took steroids? It's like I just want to pause for what I just want to apologize. I don't know. Just in general, I don't know. Yeah, can I say congratulations for being one of the only CFOs in this this level of market cap that has footage of him in his underwear at a police station, wandering around incoherently. It's a big moment for us. It's not that, you know, not only that but he of doing that he would, that was allegedly and it was allegedly, his underwear could have been a babysitter. Question, which is Tyson air fried, frozen, chicken, nuggets, idiotic or malpractice Worthy. They sound disgusting to me. I would, I would eat them and then pretend to complain about them later, but I would Actually. It's a good idea as a product given the the popularity of the air fryer, but I would, I wouldn't serve the thing that my kids. Yeah. Well, Sub sub question air fryer fryer or oven? Isn't it? Just an oven? It's a little. It's a toaster oven. I bought mostly it's a toaster oven. Yeah it's like what it's like a convection thing. Is that really what the science is behind it? There's nothing heated. Yeah. Yeah heated air. Just using the oil that's already on this piece of food, right? This is, this is maybe the best answer we've ever been on anything this show. And here's my last official, question sure. Official headline, which is FTX and the problem of unchecked founder power now, This is an hbr, a Harvard Business review story. And it's just like an opinion piece about a Founder power, and unchecked founder power, where they bring up, how? Not even Mark, Zuckerberg was as bad as Sam bankman, freeze. And if x and the whole thing and that there is a class of founder power, there's a that where the exception, you know, works out really well for shareholders and all this stuff and otherwise uncheck founder power is really bad. Now, I have a question that is unchecked founder, because any, publicly traded company be fake public and have an unchecked founder. Period. Do we make an exception to this rule? Because once you make one, don't we? Well, he's not. This, he was in public. Yeah. Right. Right. But, I mean you don't need to be a Harvard Professor, or right in the Harvard Business review, this like case of unchecked power. I mean, like if I gave that fact pattern to my 14 year old kid, he'd say, yeah, that sound like a wrist. You know, it sounds like a bad idea. Um, great. But yeah, I mean this is you look at, you know, FTX will be the next best selling book after Bad Blood, you know, for their nose and Uber and you know, It's just like, this is so classy and I had zero sympathy for anyone who lost money out of this. Yeah, you know, he feels bad. I'm like whatever, man. You You tried you got greedy, if you put like a you know a couple thousand bucks in the sea. If you got lucky, that's one thing. If you like put your nest egg in this thing then you are an idiot. And yeah correct that is 100% correct. I don't know why we like I don't know why we're doing an apology tour to people who like you know the deal book conference. They just had the question. If Sam bank for free got was like somebody lost their life savings. What do you say to that person? And I would say if I was him, you're a sucker who the fuck would put all their life savings in a fake currency out of like an unregulated unregulated. Yeah, what do you do it? I think He wake up. Come on like Get around. What, what are they waiting for? Do they even understand the industry is the is the real question they got? Well, I think part of it is like, is this an SEC? Thing. Or is it a cftc thing? Is it a security? Is it a commodity? Is it? You know, currency, you know? And so part of his is like regulatory, do you want it? I don't want it. I don't know. Yeah, they're gonna be asking this for the next 25 years. They're gonna be asking this for the next 50, collapses. Yeah, because they've got lawyers like me who are kind of, you know, dancing on the head of a pin on like this kind of intellectual, you know, legal stuff. And so it's like look just, you know, do something. And you know what? And Matt that it is the right analogy is social media and big Tech because it's the same it's the same type of companies that have these egotistical founder CEO, right? And, and they're the ones that no one can seem to understand how to regulate it's the same problem and I think it's because I wonder if it's just that the people in position to regulate or are legislators are just too old and out of it because it's there's no it can't be a coincidence. That these are the two industries run by egotistical Founders. Who no one can understand how to regulate. Yeah, the whole Tech bubble was the same thing but it's also it's let's say it's a red flag when you've got CEOs, you know, these Founders showing up to, you know, major conferences and important means with their investors dressed like we are today, you know, it's like oh You know, when someone shows up in a suit that kind of look legit, well, they show up in cargo shorts and and a hoodie and a backwards baseball cap. It's just like, do I really take this guy seriously, you know, maybe he's got some like Ego issues here. It's just yeah. You know what bums me out Matt is that okay when Doug Chia is going to be betting on his beloved Yankees this summer he can see right there. Aaron judge you know, has a hangover is not playing, it'll tell you everything you need to know. When you invest in a company run by a Founder who has complete control of the shares that you don't even know this. Like how do you even figure that out? Why is everything so hidden? What shouldn't we have a way of identifying? These companies that really aren't public companies in the first place? Are you saying that somebody needs something like Sports or whatever metrics that was the worst Pit. That was literally the worst to know that was weak. That was weak, Doug. That is that is the end that is the end of the game and our final score was 50%, idiot and 50% ignorant. And that is based on that, I did Damian wins. you unlike Unlike your Yankees, you're a winner. Doug. oh, what if you didn't? That's true. That's true recently than the Yankees have so much that is Doug Chia. Our governance expert fancy expert for the day executive chair founder of sound board, governance if you want to find him, go on social and find him. We are free float. We do all the things that Doug does better than us, just worse than he does. And I have A dual-class company baby, you're like that. One class to shares called the Douglas invest in the duck. Classic share, come back to us tomorrow. We'll be here forever. Doug join us again. Sometime soon until then good. Bye. Thanks for having me.