Transcript
Welcome to shelter, Primacy from free flow media, a podcast about activist investing security slaw and all the ways. The financial illegal world's intersect and Collide in real life and Lipton. And I have returned once again for this week. And Lipton is a professor, a law professor sorry at the University of Colorado who teaches in research to Securities and business law, right? You are law professor, right? I think I am a lot of Professor. That's exactly not Finance, not Humanity's Legos, kind of funny. Humanity's adjacent law, professor University of Colorado, who teaches in research to Securities and business law, she holds up the legal end of our podcast and that's Mike Levin an activist investor who lives and works in Chicago. He covers the financial side of our podcast. Yes, I do. All right, Anne, how you doing today doing? Well, I'm doing fine. Great. Cool. Just busy with work is what I would suspect trying to like get the end of the end of the term. Control drafting exam, all that kind of fun stuff. Oh lovely. All right, cool. All right, let's um, let's talk about a couple of recent relatively recent kind of activist situations. I don't really know they're quite now, the noun they situations. Are they engagements? Are they? Well, I contest either you're the expert. Okay. Let's calm situations. Today. Activist situations this week. One is at a BJ's Wholesale Club, symbol BJ. I have to do with a interesting Preparatory proposal and the other at Snapchat Snoop, which is famous at least among activists for some governance problems. We'll talk about a little while where a particularly good activist has tried to agitate for some change. So maybe we'll cover both those today. How's that sounds? Good. All right. And what else do we have to tell our listeners? Oh, mail bag? Yes, you can. And always if you like send us email, ask questions, ask us to comment on stuff, whatever you like, you can email us at shareholder, Primacy at freefloat, LLC? Yes. Let's let's keep those keep those cards and letters coming as they used to say. Anyway, let's plunge into the first of our two situations which is an interesting predatory proposal at BJ's Wholesale warehouse. As I said, simple BJ, they got in a situation where we'll call a situation. I like that. Today, a situation where a shareholder essentially, Either persuaded or forced compelled BJ to include a particular Preparatory proposal. On the 20 on the upcoming 2026 AGM, agenda and proxy statement. So let's talk a little bit about the proposal and then we can talk about kind of what it means. I don't know how you kind of looked into this too. I think we both kind of. Yeah, we both saw this. I mean like and it's really funny because we're taking this time, I think about Trillium. But it's worth mentioning that New York State, Common retirement in front is actually engaged in a lawsuit right now to force the same company. BJ's to include a report on the risks of deforestation on their on their proxy and that as far as I know that lawsuit is still ongoing, but Trillium had a alternative way rather than a lawsuit of they didn't threatened litigation, they threatened something else, which is much more interesting. Yes. Yeah, yes. So they truly him, truly a message. Who's Trillium asset management is an ESG oriented fund So, they have a, they have a bunch of assets, they're not merely a, you know, consultant or Advocate, but they have a, they have some real money, which will become important in a moment. And they, you know, they submit a handful of number or small number of proposals each year, but they vote, you know, quite vocally on a lot of proposals and they have a, you know, a stewardship report that they issue and so forth. Again, we're not talking about, you know, a huge asset manager. But, you know, among the ESG Community, they're one of the larger in terms of AUM assets under management. Activist or ESG type active activists. And they submitted at BJ's roughly on January, 6th of this year. Proposal Preparatory proposal. it had to do with writing a report on greenhouse gases or doing something more than what BJ's already does for a greenhouse gases and you know disclosure about what they do and what they Emit and what they do to mitigate and so forth, the kind of usual e oriented A prokary proposal. So you know if it passed BJ's could you know decide not to ignore it. It's a predatory proposal. They don't have to follow it. Exactly. Right. Yeah so so on January 6th they filed it in a timely way. So that they got it in, you know, under the wire or whatever there was a little bit of Correspondence. I don't know if you looked into the SEC but there was. Yeah, okay. So I read some of the correspondence. So the first thing that BJ's did is they said you got a procedural deficiency. They didn't actually prove their share ownership in the first letter they sent they only referred to what their share ownership was rather than submitting documentary evidence. And usually in these cases you just got to like, either submit, you know, for individuals like Jim McCarthy and, and John Chavez and they just they just submit a redacted brokerage statement that says, here's a shares, we own. In this case, a Trillium submitted a letter from their custodian, which I think was right. Trust that said, oh, here's our shares. So anyway, so they cured a procedural deficiency about sharing. It surprises, me somewhat still that The kind of thing that seems you would kind of have down as far as yeah, I would. Yeah, yeah. Trillium, you know, or could have sent this in originally but actually, I mean, yeah, I don't know for all, I know it's common for really well known asset managers to not submit that in companies. Just let it go because they know maybe that's a possibility like BJ's is just using whatever it can. I just trying to make him make him jump through the Hoops. Anyway, then what became more? Topical was BJ. Submitted the buy now standard no objection request. To the SSC. Saying and they had a long letter from their Law Firm, I can't remember who it was my been, how he wrote him a letter saying, here's the basis, which they were using was ordinary business. It's always. Yeah. It's ordinary. Yeah, it's funny because the SEC invited companies to object on the ground that Delaware does not permit Purgatory proposals, but so far no one's fighting and said it's ordinary business, right? So so BJ's said, here's our, we were requests, not no action but no objection as it's called These Days based on an early business school and Trillium replied. As they're allowed to do, this is not ordinary standard, right? Okay. And then sometime I think in February, you know, probably within five six weeks of the SEC wrote their three-line letter saying, we will not object, the company had or, you know, stated a reasonable basis for thinking that this was ordinary business. So we're just going to let them proceed and we will not proceed pursue any kind of enforcement. Right. And so right, so, and again, just reiterate at a similar Point. New York State, Common retirement fund just sued BJ's because there was nothing you can get out of the SEC. That's not what. Yeah. But that's half a dozen other companies. How other investors also? Sued companies? Yeah, we talked about. Yeah, yeah. We like music because it's the same company but oh yeah, different directions. Yes, right Trulia. Then. Evidently decided to threaten to solicit proxies itself. Yeah, it was gonna run its own proposal, only proxy contest and this is what I have been waiting for. okay, just as a reminder to people, we saw a version of this. Two years ago at good old Warrior metcal. We've talked about him on the Pod several times and just to refresh people's memory, the AFL-CIO, the Mine Workers, essentially did the same thing. They didn't even go through the no action process. We're at where I might call. They basically just said we're going to solicit proxies for a labor relations proposal and for their good governance proposals, right? Yeah. Because yeah, just because just saying because first of all, it worried or met like, it's very possible that they're labor proposal really would have been ordinary business. And second of all you can all, if you're going through 1488, you can only do one proposal at a time. Right? So, the union and Warrior at Warrior met the Mine Workers. They said, I'm not even gonna If I avoid for teenager, I can avoid all the restrictions. I don't have to worry about ordinary business. I don't have to worry about one proposal permanent length, so they just skip 148 entirely trillion decided to do this because they had been rejected exactly as a consequence of the 148, right? And again, the warrior met one took place in the context, you know, pre the new no objection. Yeah. Yeah. But like, you know, they couldn't have done it other, than, through worry about. I mean, the afl's just said, screw it. We're just gonna go right ahead and we're gonna bring it right to Warrior met coal. You know, Trillium took this extra couple steps. So, and, and what we know about what Trillium did basically came from a news release. So it's not like we have sec filings, we can work with so Trillium as they reported in his release, they threatened, they didn't use, I think they didn't cite for, you know, rule 14. But they basically said we're going to use our. We're going to do our own solicitation or they reported this. And then they said, we are going to Or we threatened to, this is interesting, they all these threats out in a news release which, you know, rather than just saying the outcome which we'll get to in a sec. They said, and we were all so going to potentially include other good corporate governance shareholder proposals in addition to the greenhouse gas proposal that was really of interest to them. So they Uh, we're kind of copying at least in terms of the structure of the Preparatory proposals. They were, they were fashioning it after what the Mine Workers did at where I met gold. So, there was going to be at where I met. There were like four different, good governance, proposals and the Labor Relations proposal, all five of which ended up on the proxy statement and guys, and we've talked about because yeah, we totally, I mean, just as a reminder like so the idea here is that Warrior met was going to run the United. Mine Workers is going to run a full-scale proxy contest but it's ballot was what they were contesting. We're holding proposals not running direct or candidates, right? That's the zero directors thing. Yeah, and Mike, this was your Insight. Like the reason this was such a threat to worry or Matt wasn't just because they might get the vote but because they would lose control of insight into the proxies because people returned, the mine, worker proxy. This is I'm repeating you. You're analysis. If returned the mine worker, Proxy. Then, Warrior met wouldn't not only wouldn't have insight into them. They wouldn't necessarily even if they had a quorum to agree voluntarily to include these proposals on its own ballot to kill the alternative circulation and that's basically what trillium's doing right? Well, it's yeah. So again there was no agreement called this actually what to have a vote what do because they put it on their own product, they put it on their own products. Exactly. That's what AJ's BJ's learned from this clearly. okay, BJ's if they didn't it sure looks like they studied what happened here at where I'm at coal and if the Mine Workers because the nature of the agreement, this was settled so to speak and the settlement was BJ agreed to just include the proposal. Right? Yeah. And that's no. And that's what? Yeah, that's ultimately, what? Well, that that's what Trillium, that's what, that's what. And that's what really wanted. All right. So I I have some comments about what Trillium did so first. it's, there's another fact to introduce to this, which is that Cheryl holders voted on this last year. This exact proposal from Trillium at BJ's and it got like, 30% support, which is a lot, which is just that's a that's a decent showing that's pressure on the board showing. So it's conceivable that it could have done as well or better. Maybe a little worse. I don't know in this environment. It's hard to tell how this stuff's gonna go. Um again I didn't study The BJs investor base or I didn't look at that. I just I always assumed that large asset managers are sort of quieted by the current regulatory environment. They are probably right, yeah, right and So that was that was the first thing. Second another, I don't know if it's a fact is that, you know, Trillium is not some, you know, Rando kind of individual or little tiny pinch from a Trillium has means Okay, Trillium is a big, I don't know how. Well I don't look at their expenses, but you know, they could spend some money on a proxy contest. If they really wanted to show their threat to solicit proxies was for this proposal was legit. Yeah. Did we said I'm going to remember you said what United Mine Workers when they actually ran it before. Warrior met agreed to include their proposals on their proxy. Yeah United. Mine Workers was circulating. I think you said the whole thing was going to cost them around 15,000. Exactly, right. That's what they end up spending and could spend a multiple of that. I mean they probably they may not want to write one to make the point that they're willing to write they wouldn't do it every single time but they just have to make this one. This was a total credible, we could run a proxy contest. We could disrupt your AGM voting. We could get all five on the ballot all that stuff, okay. So my and let's recall what they agreed to do. BJ's in the settlement. It's not like they agreed to implement the proposal. They agree to let it be. They agree. Just to put it out just to vote. Okay. And so this is this is where I'm saying I think Trillium let BJ's off easy. Okay, because they could have either. Negotiated. Implementation of The Proposal others at least one time this year in the whole face of the no objection structure. That's come up, at least one company responded to the threat of in this case litigation by just saying, okay well it was the American Airlines one. So, so rather than just saying, let's say holders vote on it 18t. Sorry. Rather than just letting share, let's just implement it Beach Jason, come on, got 30% last year's. Probably gonna get more this year or probably gonna get more, just do it. Just do your disclosure, you know, right. Whatever report we're looking for, okay? Or Trillium could a really force the issue. And said, okay, we're going to put this an all these governance proposals write about it. And we're gonna really, we're gonna really stick it to you. all right, you see this is this is where like I said for, you know, Either settle for too little or set their sights to to easy when they first when they just wanted this on the ballot. okay, and this is again, I've said this before, this is my You know what bugs me about predatory proposals, it's not their proposal part, it's the bracketry part. It can't be fine. I mean, they literally legally can't be right, but but the vote can't be buying, but they could have gotten them to settle so. Implement, I don't know what they want. I think. Well, I mean, I'm gonna make two things about this. So once again, this is something that you I had you know your analysis back when this first happened at Warrior met with United Mine Workers. Yes, only reason a proposal only contest can even be run as a practical matter is because the universal proxy. Oh, absolutely. Because because it means that for the first time, if shareholders run a contest were the only issue is vote on my proposal, they can still list all the directors and all the other normal stuff that's on the meeting on their ballot, which means shareholders can say, I will vote for the proposal and vote for the directors and actually, right? But if we and just to make clear, if we didn't have Universal proxy, then when Trillium ran its proposal only contest, it wouldn't be able to list on its ballot directors, which means, if you're returning a proxy card and you have to either return the company card or trillium's card, you would have to not vote on directors, which none of the big fun. Yeah. All the funds that were going to support this that normally would say yes, this is a great green. House gas thing and we love it. They wouldn't be able to do it. So this is your exactly right. Yes. So I want to, but I also want to make two of it. Well, so first of all point that out, but I want to see that was one. How many more do you want to make it? Come on, no, sorry, that's fine. Also, what Trillium said, by the way, is that BJ's has a massive thick set of advanced notice? Bylaws, which is worth mentioning. Now, they're there for director, contests. I mean, they're there for your normal usual, activists and engagement. That's what they're there for, but Trillium still have to comply with them, because they are worded to have, to do with any shareholder business. So all like, whatever, you know, insane set of Hoops, you have to jump through to propose business that are shareholder meeting under today's advanced. Notice bylaws truly was like complying with all of that. What, you know, like what have I, you know, what, this might interest and have I hedged and whatever other things you have. So we're going to come up with that. But here's the thing. After Warrior met United, Mine Workers and all. So Fox News, Star Wars also has this. Right? What was running up proposal? Only contest at Fox News to get rid of its dual class structure for whatever, right after the I think was the Business Roundtable. It's definitely a business group has asked the SEC to clarify or amend the universal proxy rules to say that it's only good for director, contests that you can't use it for proposal only contests. So I think this has become a really important tool for shareholders that have the means, especially because running a proposal only proxy contest can be relatively cheap as we said, I mean, oh yeah, right. Eye is a human being wouldn't spend 15,000 dollars on it but if I were an institution. Sure, exactly. So, um, so it's it's become or growing to potentially be a new source of shareholder pressure in a, in a world where 14 Aid is losing, its power, and various other aspects of shareholder, rights are being sort of dialed back. This is something that shareholders can do at least some shareholders can do. But already there are like squawks from the business Community, asking the SEC to amend or clarify or whatever to its rules to take this power away. So we'll see whether the SEC. Actually does. We'll see how they follow up. But for now Trillium Did the proper follow-up, in a sense, you know, threatening BJ with this contest and BJ agreed. And my only can, my only concern was like I said, BJ, B trillion. Let him off easy here. Yes. So we'll see how it gets voted. Absolutely. All right. Cool. Let's, um, we got one other. We want to talk about today. We'll talk about snap in a minute. All right here at shareholder Primacy. Cheryl, they're Primus, he's brought to you by free float and lyrics.com the only free database of corporate directors their influence and their performance. If you own a Stocker, retirement plan go to free flow, analytics.com and look up which of your elected directors are performing well and which aren't use your vote in the alternative democracy and get your data at free. Float analytics.com. Now, back to the show, And we are talking about snap who is Samuel in the company that has Snapchat, which is I've used a lot of social media. I do not use snaps. So did you use? Did you use Snapchat at some point? No, no. I was too like for a while. I think I still have Snapchat on my phone. And I have an account. but I've I don't think I can change this now. I have never had an account. I'm, I'm old school text-based, kind of okay. Are you some social media? You must have a lot of social media but it's all text-based stuff. All right? Come on, Blue Sky all the time, blue sky, but Facebook your Facebook account Instagram. I deleted that when Mark Zuckerberg made apologist for Holocaust denials. Oh anyway, so Snapchat Snapchat, believe it or not. I saw some data in looking into this SnapChat is like among the top four or five social media apples still right? I mean, you know, Facebook's the monster, Instagram is closed and meta. Owns. Both. Right? Twitter acts is up there but then Snapchat, I think he's either four or five in terms of, you know, usage statistics. Okay but that's not, that's not yeah. I mean either well, so this was me explain. It's a really interesting company kind of corporate governance wise so here's a little bit of the background so there's two. Founders, Evan Spiegel, who everybody knows? Robert Murphy who's a little less well known. You know, they IPO the company in 2017 after, you know, taking VC money for quite a while. You know, with the time it was a really hot IPO. At the time, the IP owed. They implemented a Class A share structure. Where there's actually three classes, there's Abe's and C's. We don't have to focus on the letters. It's only it's worth saying that Spiegel and Murphy control 99% of the votes. It is a completely controlled, right public company. Okay, you know, there's there's a tiny bit of voting shares out there in public hands, but not, but most of the public shareholders, they don't have any votes at all. They have these like, no vote shares, right? So there's there's actually three public shareholders worth mentioning, that Fidelity Vanguard and also tencent remember Ten Cent. Yeah, and China together, they own a lot like, 28% of the non-voting shares. That's not 20% of the economic interests because speaking of Murphy so control Bunch that. But there's yeah 88% of the non-voting shares. But but all the shares that are publicly traded, if I were like, were to go and buy snap shares? I would be buying non-voting, shares. Absolutely right. Yes. Right. Right. Right. Right. Right. There's no been offering back there was on the a shares was the right. Not voting shares. And it was kind of unique at the time and remains kind of unique. So yeah, as a result, like company is 10, not to have like completely non-voting shares. But there are some. Yeah, so yeah, right. So as a result because of the degree of control, some of the usual conventions and niceties of public companies are completely absent here. They still do reporting. You can go get a company but right they don't have to file proxy statements because they're now asking for sure. There's no, there's no Cheryl. They're meeting they don't even have an AGM, right? I mean, They're weird requirements. Reporting companies. That they usually make in their proxy statement, but if they don't have proxies as here because they don't have votes because the shareholders don't have any votes, they have to move those into the 10K. So there are certain disclosures that would normally go in the proxy, they're in the tank, a right? So if you want to know anything about the corporate governance, Which again, I I was never a snap investor for various reasons. I tend not to even be interested in these kind of hot IPOs. Like for reasons like this. So I had to go do some research and trying to figure out some of the share classes and the voting. And so for that, I had to read the 10K, couldn't find any kind of proxy day, because there's no shoulder meeting, right? There's no Limit. There are no for you. Don't nobody. Even if you got a stake, you know, file, a form 13 D because there's no G, right? Yeah. Because those are only filed by people with voting shares and nobody can get voting shares, okay? So here's what's happened, kind of echoing. What we talked about about the kind of app it is. And how you? And I are like a little, what not familiar with it, shares her down 75% since the IPO in 2017. Okay. And you know, the market since 2017 is up a lot more than that. Yeah, in particular Matta and Alpha everybody's up here. So snap is like way behind and there's a lot of snap investors like that, you know, Fidelity Vanguard in tencent, which are just kind of aggravated because they can't do it. You know. They have no authority over. They have. No, they have no governance rights. Right, right, so normally, this would just kind of bump along Um and all these non-voting shareholders, you know, would you know, you try to sell or something or whatever? That's pretty much like. Yeah. They're kind of stuck well one shareholder decided to take matters in their own hands and try to change this. Okay. So there's there's actually a couple worth mentioning the biggie is ironic. It's a newer activist fund they own about 2.5% of the economically, 2.5% of the the non-voting chairs or something. They said that they don't actually own all of them. Like yes derivatives but they claim that 2.5% exposure of economic yeah, exposure to the company. And there's two Founders Andy, I think Andy Katz is the main one. He's former Elliot and there's another guy for indaba two like really good pedigreed. Activists who are, you know, who are, you know? You know, good. All right. Next to some other really good projects and they wrote a whole big presentation. You go find it. I think it's called Snape Snapper, something is the website they got a whole bunch of ideas to try to get them from four dollars to 20. It's currently trading at 4 dollar range. Per share and they think it can get as high as 26. That's a lot which is huge. I mean that would catch up completely with a lot of the share price performance from some of its peers and they have a detailed thesis and they have this website. I talked about, they wrote a letter and they have an Israelis and a presentation, they got all sorts of stuff. okay, and part of their point is That Evan Spiegel and Robert Murphy would clearly benefit. You know, they could, they could, you know, burst out of the, you know, rough, I think speaker's worth about a billion pounds. Yeah, no, it could be. Right. Yeah. But we really have good ideas and it will benefit you financially so you should listen right now. So the question is, what I wanna try trying to do here, they have no hope. Of electing directors, putting bylaw amendments up right? You know, any any of the conventional pressure points? That activists might try to try to push on it, just are not available. Okay, so the question becomes, you know, are they trying to embarrass? Or try to shame or something, some of the company leadership and I have a comment kind of comment about that. Okay. You know the first is what is what is the three, you know, is this enough is this is this bad enough for leadership to kind of pay attention and I'm not I'm not sure, you know, Snapchat's done, you know, pretty poorly but you know, I'm not sure how much you know Spiegel himself or speaking Murphy actually care. okay, there are people who Would be the independent directors. So, there's a board if I think eight, okay, who are, you know, you know, various different industry types of holdovers from the IPO and so forth. So you think That they would have some degree of Professional Pride. And this is a point that Matt Levine made last week, right? Because he also, he also focused on this little bit, but I want to go a little deeper than he was able to do. You know, is there some sort of level of Shame? These independent directors are just gonna feel for how badly the company is performing and exactly. And and the problem is is if any of these directors You know, read over the ironic materials and there's another fund called Randy and capital that has started echoing. They've started write a bunch of these are just okay. And I know, I know, Randy and they're they're all very skilled at this. And so there, you know, together with ironic, they're trying to put a lot of pressure here. Okay. Um if they were to start to, you know, put pressure on the independent directors. And these independent directors were able to say, you know. Yeah, this is embarrassing. I think those in a pair of directors, have only one choice is to quit. I mean, yeah. I mean they might yeah, I mean they could get see, they could pressure speak like I guess and pressure but what would be good to do speaker's gonna hold a meeting and, and find new directors, who are? I mean, but I mean, that's the thing, right? I mean, it depends on like whether they, whether they have spiegels ear, I guess. Right? Or the question is, is is is what's the what's the threshold of Shame for speaking Murphy? You know, how susceptible are they to this kind of public pressure to this kind of image and so forth? Now, you know, part of the problem is because a young guys because like 35 Speaker is on the one hand. A lot of money. So, you know, he probably, you know, he might not care. About this, okay? Or he might be waiting for a bid or something? I don't know. On the other. He's got a lot of years ahead of them. And if, you know, if he cares about, you know, his next public company. Yeah, I mean, maybe he would be suspect. I I am Become that wealthy. Do not do it by saying. Oh I've got enough. I can retire now like that's rare, like it, like it. They do seem to want they. Yeah, exactly. So. So that's the, that's the open question is, is what's what are Spiegel in Murphy's pressure points and how how much do they care about? What they look like and how bad this company looks? Yeah, and I can say like well I mean I be curious if you, if you have held off and we see activists make control companies because I could think of a couple of other examples. I mean unusual. So first of all, as we just said, in the previous segment starboard, for whatever reason, yes, trying to solicit Vote on whether Fox should get rid of. It's still a glass structure, which obviously couldn't possibly win but, you know, right, reacted, you know, didn't react to negatively, you know, there was some evidently, there were some discussions and so forth and that, that pushed Some of the dialogue Along on this subject. Nothing has changed yet, but evidently starboard was not unhappy. With how that came out with, with how it started to proceed. And, you know, that's a I mean that's about as close as we're going to come. Well, no to this company, but yeah, go ahead. Yeah. No but the oh no, the other one is Peloton because this is a couple years ago where Blackwells agitated appellant, which was doing very poorly post-covid I guess and they actually got their founder CEO to step down. I mean, basically by saying, look, you got, you're really bad at this. Stock price is dropped. Don't you think you want to like retire and step right? And they actually succeeded. Yeah. Oh absolutely. And you know, Blackwell's is all. So you know they're uniquely aggressive about this kind of thing. You know, a renix. case, here was Appointed but civil you know Blackwell's Blackwell's was was one and kind of go to the mat and some ways. Really trying, you know, I suppose there's things for If heretic really wanted to force the issue, they could really find stuff to try to embarrass and their presentation is really all focused on the business and advertising, you know, all the kind of the business lovers rather than, you know, very little of his focused on. They have one section about how to improve governance and so forth. And you know, let's let's give the non-voting shares. Yeah, they have a proposal. I don't know how much they mean it, but they're asking for among other things that I think they're asking for artificial intelligence because it's that everyone asks for, and they're asking for Votes to be given to the public shareholders even as Spiegel and Murphy maintain their control, right? So will allow them to have control but but get some kind of voice, right? A little closer to like what Matt had has. Yeah which is still you know the Zuckerberg controlling the vote. At least she'll talk back. It has a proposal on the ballot you know whatever. Right well so you asked an interesting question which is how often yeah like that control companies and there's a not that often. Because of this very reason is that most of the time most activists, this is where I really respect. But kind of wonder about ironic is that you know, trying to do this trying to go after them and, you know, spend some money To and probably have spent a ton yet. There's no SEC filings, there's not a lot of lawyers involved. So, right now it's just a lot of their own internal research, but most activists, once they see a structure with this degree of control, Are reluctant to pursue it for this for this kind of reason that. That's what I would have thought. So it run it. They're relatively new. Is that right? Yes, right there. I think. Two, three years old. Yeah, so I went to this like an engine number one thing, like I want to make a big splash with like some kind of high-profile ish thing and, you know, succeed or not, now my name's out there, don't don't underestimate that again, that's not the main reason that an activists, you know, one of the newer ones are, you know, got found in the past five or six years. It's not the main reason to do this, but sure, you get some attention, you can sort of show. The depth of your analysis and who knows there's a chance that Spiegel, you know, is finally saying, okay, maybe it's time. Yeah. And then Market reacted, positively to this exactly. Right. So somebody thinks I think it was up 20% in the week or like 19% over the week when I checked on Friday. So so there was some sort of positive reaction to this, so we'll sort of see, you know, it could work out, I'm intending. I put it, I put a watch on this. I'm gonna start again. Snap, was nothing that ever followed, but now I'm kind of curious about what's going to happen and whether these Founders are you know how much they really care about what people think, rather than how much control they actually have. Right? It's a perfect case. If in the extreme giving their degree of control, it's a perfect case to kind of illustrate the principal here, which is again, that's I think what Matt Levine was getting at when he wrote it up. So anyway, so we'll kind of follow this. One is to see what happens. All right. Okay, cool. All Right. Let's um, let's leave it at that. We can maybe move on to to something else for the week. All right? And we'll come back next week too and talk about some new stuff. All right, all right. This is shareholder Primacy hosted by and Lipton and me Mike Levin. I'm an independent activist investor and advisor to investors about their activist situations and is Professor of Law and Lawrence W, demuth, chair of Business Law. At the University of Colorado, law school. You can find me Mike at the activist investor calm and you can find Anne Lipton at law.com colorado.edu. Our podcast is produced and distributed by free float media. Thanks for listening talk again soon.