State regulation of proxy advisors

Welcome to shoulder Primacy from freefloat media, podcast about activist investing Securities Law, and all the ways, the financial and legal Worlds, Collide and intersect, or intersect and collided real life. And I have returned and lived in, of course, is a law professor at the University of Colorado, who teaches and researches Securities and business law, and she presides over the legal end of our podcast and that's Michael Levin an activist investor who lives and works in Chicago. He covers the financial side of our podcast. Yes, preside makes you sound like a judge, you're the authority over the legal of the project. Anyway, um, we have a juicy subject that we thought we discussed today, proxy, advisors which we've talked about periodically here, which will refer to a little later. And of course, they are the Big E's. Institutional shareholders Services ISS and glass Lewis sometimes GL and there's a new development there. It's actually an accumulation of little developments. Uh, in relating to how the US states, think about them. Several US states have proposed regulations over these entities, over Isis and glass Lewis. So we wanted to look at that effort, a state level regulation, sort of see what's going on and maybe guess how it's gonna go. So let's talk about that. Yeah. With, of course, the reminder that if you would like to email us with questions or comments, you can reach us at shareholder, Primacy at freefloat, LLC? Yes. Let's let's hear from your questions and comments and so forth. We got a couple in the last couple weeks which we hopefully bundle into a fun male bag episode sometimes soon. All right we have talked before not about just proxy advisors generally in what they do and how they work and what people think of them but also about efforts to regulate them. This is been an ongoing like ongoing for 10 or more years situation. Last year in December, we had a whole show we talked about Federal efforts to regulate proxy advisors like at the SEC. A Texas law. That was the first of all, these state laws was in Texas. Yeah, which was, yeah, no. I'm just saying, we had a show on that where we at The test week. We had a show on that in May where we talked about last May. So. Yeah. And then that will. And we're gonna address that in a minute. That law is enforced. That's on the books in Texas, and we can just discuss that a little bit though. It's I think it's, it's been stayed. It's that hold. And then what a little bit of what inspired our discussion. Today was a gene Hagerty, a really just top reporter at the deal. Had a really superb article and it was superb and many ways. But in one way, is she talked a lot to Anne? Has superb article on this kind of effort, among all these different states. And she identified, I think eight different states. That have done that. So there's now Texas. Eight states. The federal government. What that? What the hell's Happening Here? Yeah. So I mean, the only way to understand what's going on with these State proposals is that the states are look like they're trying to avoid some of the mistakes of the Texas law, but they can't really Escape all the mistakes. So we talked, as I said, we talked about this on prior shows, Texas passed this law. Last year that purports to regulate, proxy advice about a company that is chartered in Texas or headquartered in Texas or is proposing to reincorporate into Texas. That's what so there's there's three different kind of ways that you can be subject to the jurisdiction of this Texas law, exactly incorporation. Like, test Tesla. Yeah, like Tesla, which is both chartered in Texas. Which could be like at some mobile, which is chartered in New Jersey Delaware, New Jersey and headquarters there. They got, you know, thousands employees, or stated some sort of vague intention. Yeah. Whether you have to like a formally put a proposal. But anyway, so the law covers this Three categories charted in Texas or headquartered in Texas or proposed to reincorporate in Texas and Texas. Law is basically based on ESG. It says that if a proxy advisor makes a recommendation that's based on ESG considerations and remember, the G and ESG is governance, right? It could be a lot of really interesting or useful or basic stuff. Yeah, right. Everything, right. Yeah, right. So, Nation based on ESG including governance and if a proxy advisor makes it recommendation, then by definition. According to this law, it's a recommendation. That's not in shareholders, Financial interests and suddenly the proxy advisors to make a whole bunch of other kind of disclaimers including it has to publicly announce that it doesn't focus on shareholders, Financial interests one making recommendations. So basically it's just self-use itself of not caring about shareholders Financial interests if they make an ESG recommendation, where the G stands for governments. So this is absurd, and there's more to it than that. The proxy advisor is to make these selfies. If it just like, poor drafting but apparent. But the way it's drafted. Recommending its management you have to say, I don't care about children. So, anyway, so there's some required basically the nature of the Texas regulation. Is to for certain or most. Yeah, and these are predatory proposals. This is, or this also has to do with direct or elections, any kind of election. Yeah, it probably anything that is vote on anything. That's well, it's poorly drafted. So it's a little bit unclear. Whether it would capture the situation where it's a shareholder proposal and you circulate your own proxy materials. It's a little unclear that's captured but 14, ah, ah, proposals and just anything the company puts and and there's a whole bunch of disclosures and things that you have to say about. They have to. Yeah. About your your advice. Yes. You have to say, I don't care about your financial interests and then you have to give copies to everyone. Including In some cases, the Attorney General of the state. So immediately ISS and glass Lewis can currently Pick 10 packs. And so, immediately ISS and glass Lewis sued to block this law, and they have a lot of arguments about why the law is invalid. But one of the main ones is First Amendment and because interesting singles, out ESG speech, specifically, to burden like its ESG recommendations, that are being subject to most to the regulation. And it's also vague what ESG even means. Does it mean governance? If so it's every single recommendation that Isis and glasses ever gives, so right, so it's a First Amendment so they have a lot of arguments but the main ones are this first amendment problem of your focusing on ESG, and that's unfair because you're taking a Viewpoint that you're singling out for special like right, you know, bird and all. So it's vague. So we don't even know what's captured and that's before judge, Albright in Texas and last year, right at a federal federal state. So it's so they. So I SS and glass Lewis together soon in federal court to stop Texas from enforcing this brand new law exactly. And last year, he issued This blocking. In Florida. That's a temporary holding. It only lasts until there's a trial. And so the whole thing will eventually go to trial but that's where we are. It's a little unclear supposed to go to trial this month but they oh this month February but they put it off and as far as I know, there's no neutral date. That's so that's where we are. So we haven't seen yet any examples. Of Texas. Enforcing know because this is blocked right off the bat. Okay, so so this is all kind of these, all these limits are hypothetically. We haven't seen what, like, ISS her glasses had to do or state or something though. I'm pretty sure that is in class. Lewis have Maybe started drafting some potential disclosures that they I don't know how. They wait, no, this this is making impossible. Yeah, for them to like, render advice for the companies that are covered. That they are not focusing on Cheryl's, Financial interests. It's very right. So now what's happening now is that a conservative organization known as consumers defense? Which essentially was created for the sole purpose of fighting ESG has drafted a new model proxy advisor law and it's pushing the states mostly red states to pass its model law. And so a bunch of states have put this model law, you know, her proposed it in their legislature, sometimes they used the exact text sometimes. They modify it a little and this is, and as Jane Haggerty reports, it's been proposed in eight states, Nebraska Indiana, West Virginia, Kansas Wisconsin, South Carolina, Mississippi and Oklahoma. So they're red or at best purple States. Yes, with red legislators and it was so this New model law was obviously, drafted to avoid this big problem with the taxes. So interesting, the ESG concept. So instead of focusing on the ESG, What this new legislation does is, it doesn't mention ESG and instead it just applies whenever a proxy advisor recommends against management for any reason. If any advice against management, this law kicks in, and if they recommend something against management, then the proxy advisor has to make really loaded disclosures. It either has to make these disclosures that it has made its recommendation without doing a written financial analysis. Or if it does, do a written financial analysis and it has to explain the methods and processes used to prepare the analysis, including the experience and geographic location of the Personnel who formed the recommendation and then make the analysis available to their clients and I think even the subject company. Okay so let's let's rewind a second. So this what's it called? Consumers defense consumers Defendant. But it's a special purpose. Yeah. And you said deal with the ESG? Yeah, probably ESG and ESG investing stuff. Not just like, whoa. Yeah. This is, it's an arm. Ornamentation was created for the sole purposes. I understand it. I mean it's on its website like fighting woke, capitalism ESG. Okay so so this could be an offshoot of national legal policy Center or whatever. Well yeah I don't but it's part of an earlier organization that's been around for a while. That's right. And it promulgated this model. Yes basically. Probably had. In dozens of so many states more than just these eight, probably had. Local people were trying to hit up State reps. I just say, let's let's consider this. No, that's kind of how it works. But right now there's it's been a version of what they propose and propose an eight states. Sometimes they're just taking the exact text and sometimes, right? And there's I have a little bit of experience with this going back to decades, right? I don't know if, you know, I used to work in the when I was in graduate school. I spent some time in Illinois, State Legislature. Yes. As an intern and you know, there are legislators state legislators, which are happy to serve as mouthpieces for model legislation. And that's what the consumer defense is the world prefer, but sometimes the best you can get, if your consumer defense is someone who's interested in it but wants to sort of takes some Liberties or, you know, value has a modicum of Independence. Yeah. So then now then they'll kind of work on it and and sort of exactly some of these are modified in ways that are more or less, you know. I mean I don't think there's really any getting around some of the problems with the law that some states have tried to mitigate. All right? And so the name and the nature of the model law and it's very it's similar in spirit to what Texas is trying to. Like, yeah, instead of talking about ESG, I mean, some of the Preamble talks about we are afraid of, like, Wookie SG recommendations, but the actual law doesn't say anything about ESG. It says, just against voting against management requires either, you have to admit that you didn't do a written financial analysis or if you did do one, explain your methods, explain your process say that geographical location of the person who did it and then actually disclose the analysis upon request. Right. And again, this applies only to the proxy advisors, of course. Not to this, not to like a stewardship team. Just to the advisors of a big fun. Okay. Well it's interesting so there's and I'm guessing it all eight. I'm pretty sure I know this that that it's all been introduced. Nothing's been approved yet. There's nothing nothing and so the chance of getting past and some of these states is probably good but it hasn't hasn't occurred. Yeah. All right. Now, what what's the distinction between This? And like the Federal, I guess Federal. Well, you really just talking about like what some of the problems are. Oh sure. Yeah that's about that. Yeah, yeah. I mean, like first of all I I just really have to just say it openly. This is not a good faith attempt to get proxy advisors to make helpful disclosures. But point is to require them to make embarrassing disclosures either admit we don't have a written financial analysis or to get them to disclose this analysis that either is going to reveal Trade Secrets or is going to give so much detail that that's just going to be an Avenue for more bad faith attacks. Oh, they left out this thing. That's negative. Oh they left. I mean like that's what and you know in truth the proxy advisors do you deal with so many and maybe not this year, but in the past, dealt with so many different kind of proposals and variants of proposals, there's no way you know, that, you know, they they look at a policy, they kind of figure out how a proposal kind of lines up against it and then they move, and they make a recommend And they move on to the next one. They're not going to do. Yeah, definition of analysis for a given company. so, It's not gonna clear what's going to be sufficient written proposal, a written analysis and they're not and often their analysis is based on like surveying, what? Institutional investors think are best practices. That's not exactly. So, I mean none of this it's the point is to either embarrass the proxy advisor or at least make the proxy advisor. Disclose something that can then be further nit-picked. So that's or at the very least, just to make them work really hard. Yeah. So to just render a recommendation. Yeah, right. So, but that's it, even though the point was to avoid some of the worst excesses of the Texas law by not saying ESG, there are a lot of the same legal problems. So first of all, even though it doesn't attack ESG specifically, it's still only applies to advise against management, not advise in favor of management. And that by itself might be a First Amendment problem and it's one of the arguments that's being made in the Texas litigation right now, if you're only burdening recommending against management, that's still a First Amendment problem, then we get to the scope problems. So the stated rationale for this legis, Vision is the state's need to protect investors from fraudulent or bad advice. So first of all, it's not clear that institutions which are the only people who hire proxy advisors individuals that kind of they don't get institutional investors. Do not need this kind of protection but leaving that aside if you're a state and you're concerned that investors are getting bad advice, then you would expect a law that extends to anyone advising investors in your state, you would have Kansas regulating investors in Kansas West, Virginia regularly investors in Westford but that's not what these bills do. The model legislation and the way it's been introduced in a lot of States applies to any proxy advice given to any investor about any public company so that regardless of domicile or anything like that, regardless of that, so Kansas is version of the law because it's using just the model. Law is claiming it gets to regulate the advice. Give it to a Massachusetts. Headquartered company that's Incorporated in Delaware and like what is Kansas's interest in doing that? Can't says no right to regulate that far outside its borders, same with Mississippi and there was and there was a fundamental principle Federal Commerce. Yes. So Congress gets to regulate commerce and from there there's a sort of principle that States are not allowed to regulate interstate commerce. It's called the dormant Commerce Clause and it means they can't regulate outside their borders. So, Corporate in Texas headquartered in Texas or the plans to reorganize in Texas. That was bad enough. We had a whole show where we talked about how that's questionable legally but these laws, many of them go much further, there would be, literally Kansas saying, I have nationwide jurisdiction to regulate any proxy advice giving about any public company anywhere. Well I mean that it sounds like the very first time that they try to enforce their law or even before that you know that Massachusetts. Investor. Well, the question I assess really would say. You know, you would sue him, probably probably some federal district in Kansas. And say that you can't do this. Well, that separation is whether or not it actually gets shells. But yes, but this is. So that's, that's a Literally, a constitutional problem and remember one of the things it does. It sets up for the proxy advisors to be subject to conflicting laws. Because the Kansas says, I can regulate the proxy advice that's given to anyone anywhere in the country about any public company and West Virginia says, I can regulate the proxy advice theoretically you could have completely Think state law conflicting laws, which is exactly why we have this principle. That's right of federal, right? We have their borders. So so There are all our all eight states. No, it's oh no. Some of them are doing the Texas thing where it's only appropriate in Texas, incorporated the state, or a headquarter state, but you can see why not all of these states want to do that. I mean, Kansas, how many publicly traded companies are incorporated or headquartered in Kansas if they do this Nationwide thing but of course that's what they can't do. And then finally there's the preemption problem. So federal law, regulates a lot of this stuff like federal law. Regulates advice. There we go into our residents federal law regulates registered investment. Advisors, isss is a registered investment advisor glasses, right? Apparently it's going to become one. So, there's an argument that these laws conflict with federal law, and if that happens federal laws, that said, We've said before, we talked about this, the glass Lewis is actually planning to stop making what it calls recommendations. Right and said it wants to kind of implement investors own policies. Well they're going to do the front end analytical work, right? And then do potentially the back end, all the administrative work to cast from us but not the middle part. That recommendation part. They're trying to step away from yes, and It's not clear to me, whether that's covered under these laws. I genuinely don't know. I also don't know how long glass was an ISS want to keep fighting this. I mean, clearly there are a lot of regulators who are gunning for them. Like essentially all conservative Regulators are gunning for them. And at some point, I wonder how much they're just going to give up the ghost. So I don't know if it's gonna get litigated, but I do think they would have, you know, pretty strong arguments if it was. Wow. So there's some, some interesting obviously, you know, regulatory Nuance here a lot of obstacles and again this is all speculative because it's a proposed laws of different flavors but it could it could have some really interesting impacts on some of the proxy advisors which we can probably talk about after a quick break, how's that, okay. All right, let's do that. After a break here at shoulder Primacy. Shareholder Primacy is brought to you by free float, analytics.com. The only free database of corporate directors their influence and their performance. If you own a stock or retirement plan go to free float, analytics.com and look up which of your elected directors are performing well, which aren't use your vote in the alternative democracy and get your data at free. Float analytics.com. Now, back to the show, Welcome back to shareholder Primacy. I'm Ann Lipton here with Mike Levin talking about. How states have started down the road of setting limits on proxy advisors. Yeah so we need to discuss the potential implications of this first. I think it's worth asking right now. We've seen only these eight states. Do this potentially there's a few more. That could, yeah, if the lobbying effort, I mean, it just, it's so obviously at the bare minimums, they cannot regulate this far that. I mean, it seems very clearly, it depends on, you know, The I'm going to say next is or whatever, whatever the the jurisdictional you have to work those out. I mean, because because it's pretty clear that Constitutional problem they would. Be affirmative ground if they said. You're regulating the advice, get right to investors in our state at least and they would not have the Commerce calls problem. And it's, and it's also worth mentioning that it's pretty clear that They're not responding to these laws. Don't respond to problems that investors have with. These are these are intense proxy advisors from giving proxy advice, right? Yeah. This is not a good faith effort to actually improve the system. Right. Right. But, but it's, you know, between You know, proxy advisors and their clients. There's really very little friction here. They're very few. I mean that proxy 5. I mean clients have their problems with the proxy advisors mostly what it costs for this, right? They're clearly not asking for this. This is, this is You know, something that is coming from it, for different direction, really? From a company. Direction. I think it's also worth. Kind of digging into what that company direction is. And I have long maintained that the big problem that companies have with proxy advisors revolves around a very specific issue and I'm kind of curious about if you agree with this that it revolves around proxy advisors recommendation on Executive comp. And say on pay. That most companies, most Executives, most leadership teams, most boards. Don't really care. Deeply. About. The whole ESG project, it's a nuisance. And there's some companies that take it to heart a lot more than others. I'm thinking, maybe ExxonMobil, we talked about a minute ago, okay, but most of them, you know, they kind of grudgingly. Look at some of this is a compliance thing or like I said something of a nuisance, but they don't really care. Deeply about how the proxy advisors are really shareholders. Because, you know, we've talked before about how proxy advisors are really, just a reflection of what investors think, you know, because they survey their investors and so forth. There's basically it's going after proxy. Advisors is indirect way to try to make life harder for investors and shareholders. but the whole ESG project, which is in Texas, the point of the proxy advisor regulation and indirectly in these eight, others States. Kind of maybe the point though, they didn't want to make a yes oriented. Right. Exactly. I have long maintained that the big sticking point, the thing that really irritates companies and makes them want to support this stuff and give money to legislators that are carrying this legislation in these states is exact camp. Because the proxy advisors are still have some sway. They do all the analysis. They make recommendations on say on pay and so forth. And that can be kind of irritating that hits a little closer to home. For this company leadership. And this is really exact comp, not right? Not bored comp. And so I I I've never really kind of connected the dots too closely, but that's always been my sense. That this is what motivates a lot of the opposition to proxy advisors among corporations. So you get a company that has this consumer, what's it called consumer? The this one is, Oh, it's what is robbing for me and they go you know, they need to raise money from companies. And so they go to company packs and so forth and they say we're going after proxy advisors And these with his model legislation. And here's the state's targeting, you know this is how this kind of works I think and Then the company, you know, the CEO says yeah, they really kind of screwed me over on exact comp last year. I thought I was doing a really great job when he maybe he wasn't and they kind of recommended know and now they're making noise about going after the head of the comp committee or something and they're just kind of disrupting something. That's that that's really a good thing for me. So I'm going to support this effort to kind of limit how they deal with comp. And anyway, that's a hypothesis. I don't have a whole lot. I have no doubt that it's a huge part of the I but I actually tend to think it's sort of broader. So first of all, okay. I mean, I think that this is resenting any Increasingly. I think they just do not want to tolerate shareholders getting up in their business and executive Compass part of it. But I don't think it's the only thing and I think ESG has more a little bit more sway than you think. And so, first of all, I think, you know, historically a lot of the anti-esg movement was being paid for about like, Essentially, oil interests? Yeah, sure. There's a real Financial, really focusing in the E part right in the US part. Okay, that's attack the whole thing. But also, I mean see, It can mean, obviously we've said this before, I've said it a million times, it can mean two things, sometimes ESG means something like demanding the corporations, behaves responsibly just because you want them to behave responsibly, but sometimes ESG has a sort of financial violence. It means, we want companies to recognize that certain environmental issues and social issues are real Financial risks. Like climate change. This is requires some planning or required. Okay. Yes, it's not fuzzy, do good, or is some ESG strategies are rooted in the idea that companies will suffer financially. If they don't adjust to a chain a climate even diversity, sometimes it's we just want, you know, this is a good thing morality and world, but sometimes it can be Financial. It's the idea that maybe more diverse workforces perform better or maybe they appeal to Consumers, more, maybe it's better to have a product mix and entertainment. The Super Bowl Halftime Show TV, there's there's legitimate strategic business, strategic reasons to have to focus on Have this diversity and I think that the knee ESG movement and that's what this is an outgrowth of in some ways. It looks to me like an attempt to will into existence that ESG not be Financial. It's a mechanism for simply denying that climate change is real or has a real Financial impact. It's a way of denying that diversity efforts might actually have Mass Appeal and reflect Mass taste and the way they're going to try to enforce that is by making it impossible for financial actors to express a preference. And so, and then the ISS and glass Lewis just become the, the Punching bags for exactly. For that effort. Oh yes. Go ahead. Tell what do you think? I mean, like, honestly, I think that these laws are so troubled, from illegal perspective. Yeah, and we've kind of established that. How is this, like, how would this? Affect activism like just straight up your activism if you can't recommend a man's management. So so here's here's part of the problem for. And this is a problem for us and glasses, is that big investors have Started a little bit to migrate away. From relying on them. And and that and that's this might hasten a little bit this effort. That because it may you know may increase the cost of this. Again the big complaint that shareholders have about ISS and glass Lewis is well this is what it costs to buy their services. The big complaint that activists have is that we can't get their attention and they don't favor us enough. They're too Fair. Okay. But if they're out of the mix, I mean can you take will you be able to take your your case directly to shareholders? Do you need them? It's, it's it kind of depends on part of the problem is that I absolutely need them because I'm I don't you know I'm not right. Yes you proposals. I'm right in board actions, right? Where I need to talk to their special situations people. I need to talk to the Christmas and so forth, you know there's a whole You know, culture around how to approach isn't glass Lewis and make your case for your directors. That's not changing that. I mean, these laws may change that a little bit. These laws, if they go into effect will make it virtually impossible to recommend against right. They will kill the industry. well, but in the special situations area, Absolutely. But but all the additional reasoning. That the laws are requiring are mostly already there. In the special situations, you're saying that these additional disclosures are not like these. Yeah, yeah, the special situations people for them to comply. Suppose suppose that the Texas law is declared valid. I'm making this up or that one of the other states challenge is challenged. And then the federal court affirms, that the missus a Mississippi, Kansas law is, is enforceable. Special situational. Say okay. Well they had a page of this financial aid so we don't usually include I'm not well I since I part of the purpose, I mean, Standard. I think. That's within within the analysis that the proxy advisors customarily do for like writes stuff. For mergers, my suspicion is that The point of these laws is to make it impossible for them to meet that standard, right? And there they may continue to raise the bar or something. There may be, you know ways you know. regulations are implemented or something that make it increasingly hard but you know for some of the core And I've said this before that, you know, that part of the part of the overall effort to lean on and make life hard for proxy advisors focuses on ESG. but, There's and therefore, that's why glass Lewiston and that's not going to be giving recommendations much anymore and so on and so forth. But the the whole idea of, you know, making recommendations on comp and again on comp they do all sorts of elaborate Financial, there's very detailed financial analysis. Anyway, um, same thing for again, special situations Board, elections is a little different border elections tends to follow a policy. And usually, that has to do with response Fitness. Of a board to previous shareholder pressure. So they'll you know the recommend you vote against the gnomon Corp golf committee person. If for three years shareholders, you know, look for some sort of governance reform and they didn't they didn't listen, Okay. So there may need to beef up their recommendations to vote against a board member in order to comply with this law. Okay. But in these other two areas in the exact comp world and then also all the specials and especially situations, there's not that many, you know, there's maybe 15 or 20 Reports that are written, at least in the US about proxy. Contests Okay. Those are very well documented as a general rule, so I don't I'm guessing that those analyzes will be largely in compliance with this new effort. Okay. you know, the problem for the proxies Advisors is that there's only 15 or 20 of them, they're very high value. They're very high-profile. You know you see the news releases when in approxi contacts from ISS supported our three people. Yeah. Okay they're really you know that that's when you know I SS and Glass Solutions are mostly you know get their publicity is when they're you know opinion on it you know how activists situation. Okay, the problem is there's too few of them, you can't build a business. You can't pay the bills on 15 or 20 contest that goes through special situations. So, Um, so it's, it's, it's, it's uneven. Well, you know, I, it's it's a legitimate threat to them and you're right. I agree with you completely that it will make A large part of their business. Really hard to manage. but a couple that critical parts that like I have a little more contact with are probably something that they'll Be able to manage it's just they can't build a business off of those as I said. Okay? So anyway, wow. So we'll have to sort of track this and the in the spring and I mean, you know, there's a whole legislative process going. I will know about nice. My big question is, if the stuff passes like how much appetite ISS and glass Lewis have to keep litigating it as opposed to that. I don't know I think I think they've been very willing to challenge and put a lot of resources. But last name is already changed. It's completely changing it. Yeah, this model. So it's and and ISS is going to do a research at the same thing. Yeah. So I don't know, I don't know. We'll see anyway, all right, cool. Well, well update followers here about what we see here, maybe more States, all introduce some laws, or some of these won't go or who the hell knows. So I have to track it anyway. Right, this good? Let's let's come back next week or in a couple weeks under your got some time left for some more some more some more work but we'll do that. We'll talk again soon. All right. This is shareholder Primacy. Hosted by and looked into me, Mike Levin. I'm an independent activist investor and advisor to investors about their activist situations and is Professor of law and the Lawrence W demuth, chair of Business Law at the University of Colorado law school. You can find me Mike at the activist investor.com and and at Colorado DOT edu, our podcast is producing distributed by free float media. Thanks for listening, we'll be back again next week. My mom.