Transcript
Welcome to shareholder Primacy from free flow media, a podcast about activist investing, Security's law and all the ways, the legal, and financial, and legal and financial worlds intersect in Collide in real life where Anna and I are back. After a couple weeks, I had to attend to a new company. Who's bored? I said, on an ad who attend had to literally attend some conferences, I think that's right. Anne is, that's where you're traveling anyway. So Anna and I are back and is a law professor at the University of Colorado, who teaches and researches Securities and business law, she holds up the legal end of the podcast. Mike Levin an activist. Duster who lives and works in Chicago, he covers the financial side of our podcast. Yes. Let's talk about a couple things today, do you think? Yes, there's, we have two things. The first is a new old matter. It's old because it's our old friend, Elon Musk, whatever. There's nothing else to talk about. There's always, there's always something that if you always run out of stuff to tell, you can always go back to Elon Musk in the case book. But there's and it's actually Elon and Twitter, but it's a new Security's, law matter. It is right cases? Yes, we're not dead. It is still being litigated as right, exactly. And then we also thought, even though we only talked about it three or so weeks ago, there was some really cool and juicy developments in Warner Brothers, Discovery, both from a little bit from illegal and then really from the activists and the market Dynamic perspective. So, I thought we'd update everybody about wbd, and nflx and peace guy. So, yeah. So let's talk about those things right? With a quick plug. Once again, you can Email us at shareholder, Primacy at freefloat, LLC email, us, about what Anne anything you would like to ask us or like us to talk about. We work our way through these not immediately, but when we can, so yeah, yeah. So any questions comments, whatever. All right, so let's talk for a little while about Good Old Elon and Twitter. The deal that closed in 2022, but has spawned all sorts of fun losses, right? Yes, exactly. So to set the Stage. Yes, so there were yes. So there were these Federal Securities fraud lawsuits that were filed against mosque regarding his conduct in connection, with his acquisition of Twitter. One of those is pending in New York and we actually talked about it a long time ago. I checked it was an April 2025. We did a show about this pending Security fraud lawsuit against Elon Musk, basically, talking about the fact that he didn't disclose his Twitter stake on time and alleging that this defrauded, Twitter shareholders, that case is still pending in New York, it's ongoing. But there is a second one, pending in California, at least as of right now, we're recording Sunday. It is scheduled to go to trial in March. There's actually a trust in federal court, and unless this settles which seems highly unlikely or something happens to otherwise and the case we're going to get a trial. So, all right. So what's the allegation? So yeah. So the we all remember, Elon Must sign. This merger agreement with Twitter for 54.00 and 20 cents per share and almost immediately 2014 420. I remember 20, yes, 5420 lives on in memory almost immediately. He started trying to back out and his legal, excuse for trying to get out of the deal. Which of course failed was his claim that Twitter had lied about the number of spam accounts on the platform. And we all remember, this must kept tweeting about how Twitter's management had misled him about the span counts. He couldn't close the deal. And the spam issue was this is bringing back, find memories, right? This is my life for like, six months, even purported to cancel, the deal. Claiming the Twitter was refusing to provide him within and at the time it was pretty clear. To if you're trying to read between the lines that that spam accounting was a pretense exactly, which is ultimately the punchline of all this. So, but okay, that was what he was saying. He was saying that the spam counts were all lie and therefore, he didn't have to close the deal and Twitter won. This fight in the sense that musk finally gave up his opposition and agreed to go through with it. Now, normally, as you, I'm sure quite where if a company is a Target in a merger, its stock price, reflects something like the merger price and the extra education that the deal will close. So, if you think Twitter is going to get bought out at 54 20, then the stock should be somewhere near 54 or, or, or adjusted for the likelihood. Right? Exactly. And adjusted for The likelihood of, which is a cousin of closing, but a funding and so forth. Because again, because the Twitter deal was was was, was contention on getting some Equity partners and some debt and so forth. So there was so there was all sorts of questions about whether it would close. So that's why I didn't immediately start trading a 5420 that what? Yeah. Well, yeah, but but right, but normally, right. So like, well, a little bit off to reflect the risk of deal closing but somewhere near 5420. But in this case it wasn't just, you know, there were some funny questions, but most of those were resolved what because musk was fighting so hard to escape the deal and making these Acquisitions about Twitter's user base. This stock price was actually unusually low. No one was shortest deal with closed largely because of musk's legal fight Morgan wrecks. He's a professor at Vanderbilt, he tweeted that the gap between he did because this whole thing was playing on Twitter that the gap between the ultimate deal price, which was 5420 and the market price was actually the second Largest of all time, meaning. Yeah. Everyone was waiting Twitter, stock like they thought musk was right and that the deal wasn't going to happen, but if you bet that the deal would go through and you bought in at the market price then you would clean up doing well, yeah. And there were some law professors who did not and they're not named and unfortunately but there were some who did because I only buy index funds. Anyway, this is what the Securities case is about Pampano versus musk. I don't know if I'm pronouncing that correctly, pending in California Federal Court. The plaintiffs claim that musk made these wild and false accusations about Twitter. Spam counts to drive the stock price down and force the company to abandon the merger, or renegotiate. And in the meantime, Twitter investors who traded during this period, they were induced to sell their stock to cheaply because they believed musk accusations, which gets the whole was projected. They were defrauded because muscles basically manipulated the market. The class, I'm guessing this is either this A Securities class action. Yeah. Okay security. So the class is people who sold Twitter. Yes. And and did not benefit from the closing price of 5420. Exactly all these people who sold because musk had manipulated the price downward. And I should say that we all know that this went on for months and musk finally dropped his opposition in October. But the case actually resolves around statements musk made in May, when he first tried to back out of the deal, which was almost immediately after signing this part's actually a little vague right now. Some of us later, conduct may come in, but mostly for now the case is focused on these statements. He made in May basically deals on hold spam counts, might be much higher, I won't close. Unless I remember that all these, all these actionable disclosures being put on EX on Twitter, it was no exit at the time, it was just Twitter. Yes, exactly. Right. Go ahead. Well, yes. So so obviously the players are gonna have to show that musk made these false statements and their focusing on his accusations that Twitter smacks were Accurate which were completely baseless. And also on musk's suggestion that he had put the deal on hold and that ate a right to put the deal on hold until he received accurate information. So he'll have to show that all of these statements were false that you know Twitter spam counts that he had put the deal on. Hold that he write to put the deal on hold and they'll also have to show that musk acted intentionally or recklessly either. He knew he was lying about Twitter or he didn't care. Whether he was lying about Twitter. Oh, interesting. And that's that's intent and Reckless. Okay, yeah. And then finally, they'll have to show that this worked that all of this Michigan, kept Twitter, stock price artificially low, if musk hadn't lied, if Twitter, Sarah holders, nude the truth. Then the stock price would have been higher and he, or they wouldn't they were, they would, or at the very least they would have sold at a price much closer to the actual deal price. All right, so that's that's the nature of the claims right? Is, is there any Um so that's what the plane is. Basically have to prove. Yes, that must kind of lie about about it. He did it intentionally and it had a market. So there's three or four kind of steps here. That these plaintiffs are gonna have to kind of March through. Yes, exactly to Prevail here. And it sounds like you're gonna March through most of it, at least you're guessing. There's not much chance to settling this, it appears. Well, it must doesn't settle. So, I mean, I don't think he's likely to settle. I think he rolls the dice on these things. All right? So what's all right? Go ahead. You had another guy, ask you, what's the, what's the likelihood of success here? But if there's something else I missed. No, no, no, no, I mean, that's the thing. Like so, I mean, I can't really game out exactly who's gonna win, but Musk is arguing that he didn't lie about anything. This is his opinion and the plaintiffs. Can't prove his opinion was false. They can't prove the intended to defraud anyone stuff like that. But opinion, doesn't really matter in these kind of does it does actually it does because opinions, it's harder to prove an opinion was, right? But in terms of like Securities disclosures that it doesn't matter, right? No, it doesn't matter in terms of like an opinion can have a market effect, but they have to prove it was false and they're sort of a high bar for proving opinion of us. But then you have to establish that it's a opinion to say, what Twitter spam counts are, and I'm not quite right. That's what I was getting. It is that kind of stuff? Yeah, okay, right, okay, yeah, but but there's a bigger issue, which is what you were hinting at before. Which is obviously, we know, the market price of Twitter was depressed, people doubted the merger would close. It was debated constantly, I know hedge funds that were actually paying law professors to like, oh, Pine on the legal arguments, so Twitter really Twitter. And once they're not, should we sell or what was? Exactly. No seriously, um, so people doubted the merger, we closed Twitter stock price, reflected, that reflected, that, if people really thought musk would buy the company at 5420 the price would have been higher and at the time, is the dispute war on. And I remember this, a lot of the commentary was people expected. The case would settle musk would pay a break fee and that would be that a lot of people most people doubted to deal with it, okay. With the he would he would just pay the break for you to Twitter away. Yeah, exactly. That was what most people. So the question. So that was true unquestionably. The stock price was low and nobody thought this deal with closed, they thought it would end. So the question this whole dispute would just end with the walking away. So the real question is, why did they think that? Why did they think the deal wouldn't close? Did they really believe musk when he said Twitter was lying about. It spam counts. Did they really believe that musk had a contractual right to more information and that Twitter was refusing to provide that information wasn't meeting this information requests, okay? Because that's the state boy because that's the LIE. That's the purported lie here that that fooled the market that people believed must when he said the spam counts were high and that he had a right to more information. And you're right to put the deal on, hold in. If he got it, did people really believe that and that's the sticking point. I mean, there's a good argument as you say, everyone understood that musk was just looking for excuses, right? I mean, it was, it seemed that Musk figured out he was in up to his armpits in a deal that he did not want to be in that. Yes, okay. And it seemed to and again I you know, the only musk stuff I own as everyone here knows is tough. Yeah, the testing is not like I was a Twitter shareholder. I regret that now because I could have made some money. Yes. Um, but it seemed that musk had ordered his attorneys He didn't care about spam, he did not. He did not give a shit. He It seemed like he asked his attorneys. Find me some loophole. What can I go after here? To try to get out of this deal. What kind of, how can I muddy this up enough to make it? So that's kind of what it looked like to someone who's either. He's not a law professor or a Twitter investor that is, that is definitely what it look like Matt Levine musk. Actually, we all know Matt Levy. We all love, Matt. He was really he was talking about this a lot of this every day musk actually quoted. One of Matt Levine's columns and so some of his case. Yes, Matt Levine, I remember this quote because I loved it referred to musk's and I'm quoting transparent and smirking bad faith. Yes! Okay, so there's so this is the issue. There's a real question. Whether anyone actually believed musk was making a good faith. Statement about Twitter, spam, In which case he fooled the market or did they believed? He was just getting cold feet and throwing stuff at the wall. Like okay. So the merger agreement plaintiffs argue that musk lied about whether he had writes to more information and whether he had rights to terminate the deal but the merger agreement. It was public, everyone could. Yeah right? Yeah, we were all reading it. We were all quoting it. We were tweeting bits of it. So everyone could see what musk did or didn't have a right to do. Which means the issue here is, what was the market reacting to the market? Definitely doubted the deal would close. But why did it believed that? Did it believed the Twitter lied about it. Spam and that must cut a legal basis to determinate or did the market just believe that musk was putting up a fight and had enough resources to put closing down. And that's an at the time that was I wrote a paper on this, you remember that, yeah, right, no other. Whether musk could get out of the deal despite not having a legal like to stand on. So, and get out of the deal with without paying a break fee or even with the break fee. But like billion is a lot less than what he actually right. Yes, right. Okay. Yeah, the funny thing and this is like the punchline to all this is I gotta say musk's attorneys. They absolutely ballistic this up. It's a way to put it. This is just hilarious. Yeah, so this argument that Whatever musk said about closing whatever. He said about the merger agreement, whatever he had said about. The spam counts. The argument is, or should be It didn't affect the market because the market knew the truth. Everybody understood musk was just trying to get out of the deal, everyone understood what the merger agreement entitled him to do, because the merger group was public and you could read it and you could quote it, that is the argument. They should have made when moving to dismiss the case. If they had made that a lot of Courts might have. They are argued had they argued. Yeah, it was a pretense. Yeah, but they didn't argue that in their briefing. They didn't in their written legal arguments to the court. They never said anything about this, then on their motion to dismiss, they had an oral argument on motion to dismiss. And for the first time, they said, oh, by the way, everyone could read the merger agreement. Everyone knew what musk did or did not have right to do but they in a very minimal way like they didn't really put anything into it because they didn't put in their written arguments, they just kind of spoke it at oral argument. They kind of yeah at it edited at the edit it so then judge Breyer judge Charles Stephen Briar's brother. He's the presiding judge he rejected the argument he refused the motion to dismiss. Then musk's attorneys realized. Wait a minute, we should have been arguing all along seriously, arguing that all this. The merger agreement was public, everyone, understood what was going on? And that's when they moved again, to get rid of the case. And they quoted Matt Levine. And they said, look, everybody knew the truth. And at that point judge Breyer said, well, you already made that argument and I already rejected it. So it was like, they, they made the argument So last minute and so half-assed that it was just enough to not persuade the court and bar them from making it. Oh interesting. And importantly that argument should have been this was a pretense. We everyone was pretended. I think it could put it more jelly, you know like yeah everyone gets nobody could have been fooled about what he had a right to do in the merger because the merger agreement was public and everyone could see it, it was all but in English, right? Exactly. Now, I assume that part of that is going to be part of the trial, but it's not in their trial briefing. We'll see, you know, ultimately how the whole thing unfolds. Wow. All right, and that's March, that's my theoretically. That's what it says, okay. So what we may have to come back and sort of see what happens at, our viewing are probably more likely after, and this is federal district court. This is the first. Yeah. Oh yes. Don't forget. We still got that other case we talked about in April 2025, that's as far as I just and that's about the 13d disclosure that's about the 13d disclosures. So we make a two trials. So there's more litigation that illustrations, interesting, truths and principles about Corporate law. Anyway. All right, let's take let's take a little break. We got more stuff to talk about we got Warner Brothers. Discover coming along. Yeah. Why don't we why don't we hit that up in a minute here at shoulder Primacy. Shareholder Primacy is brought to you by free flow analytics.com. The only free database of corporate directors, their influence and their performance Fiona Stocker, retirement, plan go to freeflow 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 flow. Analytics.com. Now, back to the show, come back to Cheryl der Primacy. I'm Anne Lipton here with Mike Levin talking about. The latest developments in the Warner Brother Paramount. Netflix, situation. Yes, yes, yes, yes, yes. And we only talked about it. Like three weeks ago. Yeah. One before this. I think it was. Yeah because we took a break for a couple. Right. Right. Oh okay. Well so a few things have happened. That are worth that are interesting from both a market and activists, and also, a little bit of illegal perspective. So we thought we would kind of recap that for some people and, and highlights some of those, some of those developments. The one thing that hasn't changed hasn't changed yet is the bit amounts. Yes. So just for everybody to remember, this is Warner Brothers Discovery, the movie studio HBO and a bunch of Aging cable assets and they went to go sell himself. And Netflix bid, 2775 a share Paramount skydance which is Larry Ellison's, kids media business that now owns Paramount Studio bid 30 a share Both are now cash bids for a while the Netflix bid was stocking cash. Now both are completely cash bids. So if you Whatever happens. You're going to cash for your shares. Importantly, big difference is Netflix is buying only The movie studio and HBO and they're going to leave those aging cable. Businesses with the current Warner, Brothers, discover shareholders. But peace Guy. Parents guide ants is going to pay that 30 dollars a share for the whole thing. So they're going to and we and we had this whole debate, go ahead in ya know. So just saying so the like you know, the side-by-side comparison leaving aside things like regulatory barriers, and closing and all that side, by side comparison, everything depends on how much you think those actual cable assets are worth. Exactly. And Yeah. They're worth noting which is how you can interpret that Paramount skydance bid for what they say though or what they are and how much data it's going to have. That's also important a little while, anyway. So what has not? And we're gonna return to this point in a little while. What has not happened is neither side has changed their offer right about how much they're going to pay Warner Brothers Discovery shareholders for their shares after a lot of doing and throwing A couple of things happened really on the Paramount skydance side, there's been a lot of affirmations and a lot of invective launched at each other about how bad the, and whatever and so forth. But substantively the main things that change is that is that piece guy keeps on kind of up in their offer in some not as material ways as changing their 30 dollars a share. First thing they said is they would fund any breakup fee. That Warner Brothers discover has to pay it a Netflix and that's currently a 2.8 billion dollars. So if Netflix, if Warner Brothers goes back and says, okay, we're gonna renounce this signed merger deal that we have with Netflix, and we own Netflix, 2.8 million dollars billion, um, billion. Oh thanks Billy right. Thank you then. Netflix has said they'll pay it which, you know, it's not, that's, that's a decent amount of money but, um, at that point that also means that that Paramount Sky answer is probably going to get the deal. So adding 2.8 billion to their cost is not that that doesn't know, it doesn't add anything to the cost because if they close the deal. Right? Yes. Yeah. I mean that's the thing that like that only matters if they don't close right? They do like either way Warner Brothers has to pay 2.8 billion dollars to Netflix. If if it pays 2.8 billion dollars enough like some Paramount takes them over. It gets a Warner Bros that is 2.8 billion dollars less cash or Paramount can just pay the 220 billion, but either way it's the same. If the deal closes, it only matters, if it doesn't. If it doesn't close, which will get to know a lot. Yeah. Um, the other that they also offered And this is not, I don't think this is an important to backstop any data offering. Presumably for the cable assets. So again, you know, Paramount's guidance, probably has enough Credit worthiness, that they don't really need a, any kind of backstop, but they offered to kind of help secure, any kind of debt that has to be issued in order to maybe fund the deal. The third thing gets to be interesting which is something we haven't seen that often. We just go with the ticking fee. Yeah. So the ticking fee is it's the amount of money is 25 cents. A share. It's roughly 650 million dollars, cash. And that's an amount that Paramount skydance will pay. Basically increase their deal price and presumably in a fee. If the deal never close is for every quarter past December 31st 2026. So starting in the first quarter, first calendar, quarter 27, That the deal doesn't close. So if the regulatory approvals take another year, they'll pay a buck a share for quarters times 25 cents if and that's mostly probably going to be the source of w regulatory approval, right? It was really so there hasn't been we haven't seen, I haven't seen a ton of ticking fee kind of deal. It was, JetBlue and spirit did the same thing because I didn't look at that closely. Oh yeah. But yeah, but I mean, that's the, the reason this is interesting is because They don't pay it if the deal closes before the end of this year, they only pay it if the deal drags on if they are. And the reason this is, you know, I'll just say and we said this in our last show, Warner Brothers, big reason, for not even talking to Paramount was Warner. Brothers was like, but what happens if we break off with Netflix sign with Paramount and then it doesn't go through with Paramount right off the market and we're off the market for two years, right? Yeah, it's the skyfalls. So what Paramount's moves are meant to do including the sky falls, including they say, because we've just paid a 2.8 billion dollar break fee to Netflix, and we'll never see that money again. So Paramount's. Changes are all geared toward this purported. Objection of Warner Brothers that. They'll be in a terrible position if they sign with Paramount and Paramount doesn't go through it. So, Paramount's, all of this is meant to say, We're not going to raise our price, but if you're right that, there's some real deal risk with us. We will compensate you. We're trying to mitigate that with money, right? But none of it not nothing. That Paramount's added changes the economics for them if they're right. That the deal will close. It's only like, if Warners right that the deal would risk closing, then Paramount ends up paying more money. But if Paramount's right that there really is, no risk of the deal closing, which is what its argument is, then none of this actually adds to its right? And then you're in the same position, shoulders are right last week before all this came up, which is 30 dollars a share. Yeah, exactly. But Warner's Brothers. Yeah, exactly. But Warner Brothers whole objections all this time. Have largely been. We don't think Paramount's offer will really actually happen and Paramount's basically trying to compensate them for that, specific risk, that that Okay, yeah, so that's the current state of the deal. I think, based on what I saw as of noon. Today, I have to say again, that we're like recording this Sunday and this episode will go up Wednesday and God knows what will happen. Yeah. There's anything could happen but there's some interesting developments like in the deal dynamics that I thought were fun to bring up. I have to do with like activism and so forth and and and what's going to happen with Bitters and everything. So The state of the approvals of the deal are as follows, is that Warner Brothers discovers still needs a schedule. A special shareholder meeting to gain shareholder approval of the deal. so, while that's not certain, it's probably a pretty good chance though. We'll talk about that in a minute. So they still need to schedule that. And, you know, everyone's kind of waiting for that day to drop. There's been pulling right proxies filed and so forth. So we're kind of waiting for the date to be a proven and a record date to be set to be able to vote on the deal. And so, we'll return to that dealing in a minute. In addition. you know, one of those discoveries usually has a shareholder meeting in, you know, sometime in May, June the nomination window for directors, for that shareholder meeting came and went, it was And as far as we know, we haven't seen any public disclosure of opposition directors. Particularly from Paramount sky, dance, are you saying that, that implied that they could have been a? Confidential submission. Well, that's what she actually interesting. Is that, if some other, you know, shareholder, Nominated directors. For this meeting. They would have had to do it by February 2nd. And as long as they were in a 5% holder they wouldn't have to because then they'd have to file 13 date. Right. The you know that could remain confidential. It's interesting. I don't I mean Paramount's guidance does not own 5%, right? So parents guidance is not obligated to disclose whether or not they nominated directors. I gotta think they would of Yeah. Um, you know, said, you know, just to put other pressure on the company or something like that, but there's a chance that there's a Full Slate of of dissident directors. From Warner Brothers, discovery. That's out there. And I also would expect that. If Warner Brothers Discovery, if excuse me, pair my sky, dance had a bunch of directors, shoot up. It would have been out in the media. At this point. Someone would I saw I I had seen reporting on. They were considering something something but you know nothing as far as you know, it hasn't happened yet. All right. So that's and we also talked last show about the Dynamics about how that would work relative to the yeah, a deal and share the approval of a deal. So anyway, um, the other interesting thing that's happening is something very unique as far as I can tell and kind of the activism world. Is that Paramount skydance is evidently out there. Trying to rustle up opposition to the deal shareholder. But yeah, to the, you know, something they can't other than through epoxy contest. They cannot force Warner to accept. I mean, like, they're very clear, right? Right. But what they can do is get your holders to vote down against it. So, vote against the deal at this upcoming meeting date to be DD and there was an article in New York, post about how there's been and again, we're kind of looking at reporting it. I don't think it's actually the most Credible reporting but it's good reporting. It's fine. Charlie. Gasparino in the post too whatever. And They evidently were calling a bunch of activists and so forth to try to get him to oppose and so on. Well, one rose to the occasion. Are you familiar with Ankara, man? And Cora funds, and Clinton. I've heard the name. Yeah, so there are there are sharp activists. They know what they're doing, they were we've talked about them once or twice. They were the activists behind the Norfolk Southern proxy contest a year year year ago and they won a bunch of seats. They're very effective there and they're, they're very, they're they're, they're kind of badass Jim, Chadwick runs their activism stuff. He's been doing a free years. He, you know, train was some of the best they disclosed. So, you know, normally you'd sort of tried to get some promises from Funds to oppose. And what I always try to say, would you be public and very few? People are willing to be public about their opposition to a deal or their support for an activist, you know, they'll just vote. But they won't necessarily greater news release, well, and core wrote a news, release. They not only wrote a news release. They disclosed to 200 million dollar investment. That's up from almost nothing as a June 30th. Okay. And up from I think 70. They about 70 million. Disclosing their 13 FS of September 30th. So they've really bought a lot of Warner Brothers discovery which is probably a smart move anyway because you know the price going up somebody's gonna buy somebody's gonna yeah right. Um so they They not only said we support parents guidance. We think the deal with Netflix is bad. They wrote like a 51 page PowerPoint by point. No. It's I actually hadn't seen that but I think we're telling me because that's gonna be an exhibit in my next MX class actually. I mean, but it's really interesting because normally activists do this kind of stuff to you know, for our nominees or when we're, you know, trying to buy a company when we're opposing a deal and we're a big shower but this is like somebody, basically put them up to this, they said, okay this deal is and they said all the right stuff about this isn't You know, we have been coordinating, it was independent and you know, so they're not forming a group if that becomes a problem and then they also issued a p. I can't remember the name but they issued an exempt statement. So you should a news release since support of Paramount skydance. So that was exactly the kind of thing that Paramount skydance was kind of looking for now. You know, incorp is not Black Rock, it's not some sort of huge holder. It's not like If somebody who's, you know, going to be really well known to a bunch of retail. There's not a whole lot of retail shareholders in the shareholder base, though, they're respected. There should be. And actually is, yeah, I don't know if they're in a real number. It's so that could that could kind of matter. Um, another fund I know Sachem had Scott Ferguson, was reportedly had increased their ownership but they hadn't made any kind of public disclosure. Okay. So what's what's kind of interesting is that, you know, normally when You get kind of multiple activists kind of involved. If you can sort of consider piece guy an activist chair I suppose usually that's good for the company because it sort of shows confusion and makes people kind of worried but here they're all on the same here. It appears that parents and there could be others are out there trying to try and get people to publicly saying look, there's You know, there's sort of like a third order indirect benefit here. Um, if you have matters before the SEC or you care about your influence of the Trump Administration or whatever. Um, you know, we talked about some of the last last talked about this in the shows. There's some sort of civic affairs or political things going on in the Deep background. And so, if you're coming out and support a Paramount skydance, you know, it's, you know, like it's not bad to have Larry Ellison as a friend here. Yeah. So, I just from, but for my perspective, all this like the politics of it, the fact that Netflix did could fail regulatory approval for political reasons, not for any kind of legal. Yeah, that's my succeed because of that, that just messes everything up, I want to believe that Ankara. Actually believes that this is a financially better deal and not that covering fever with stories, go read their presentation. It's it's, it's it's it's arguably. I mean there are there are arguing that. Yeah, this is it. No, I haven't actually. And they are. So in a car, a focused a lot on the closing. The regulatory approval argument. Well yeah. But but the reason the regulatory approval is up in the air. I mean part of it actually is antitrust concerned but absolutely right. So I think what's what's really happening here? And there's some news just this weekend that this is potentially going to happen is that everyone's waiting for higher bids? Yeah. So the the stat the state of things right now is that Warner Brothers has a sign merger agreement with Netflix refuses to interact with peace guy. And there's some chance that they may need to start talking a piece. Yeah, exactly. Like that's the late like the very latest as we record this Sunday afternoon. Yes, that Warner is thinking about reopening talks with Paramount which you know, may presumably is some related somewhat related to the activist pressure. And so what related to the fact that Paramount, you know, sort of said, all right fine, if you're concerned that our offer won't close. We have amended it, we have some money, we have some money that will help me make you feel a little better. Well, because you for that, specifically. But now if Werner is reopening talks with them, we might see higher bids from both sides, right? So anyway, so that's the state of that, that at this point. Again, we talked about how no one is in their bid. There's a chance that that'll happen, which is also probably, why in a Warner Brothers Discovery could have set this shareholder, vote date at any time. They wanted in the past, you know, whatever weeks and having no, no, they could part they. Yeah, they apparently there was In the New York Times that, you know, the SEC has to sign off on their preliminary problem. Fine. And apparently, there are political like Tim like I think it was Tim Scott like basically friends of Larry Ellison in Congress, went to the SEC and said, I don't think she don't say like all of this is just messing up with would otherwise be just a fun deal. A fun deal to this guy. Yeah. So anyway, so we'll have to hopefully this won't become like, they're must Twitter thing we were talking about every goddamn week. Yeah, but we'll have to talk about it again, sometime soon. All right, I'm sure. Okay. All right, let's move on, shall we? Yeah, we can wrap up and we'll yeah, more fun stuff. Fun stuff next week. All right. Yes, cool. All right, this is shoulder Primacy hosted by Anne 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 the Lawrence W demuth, Sheriff Business Law at the University of Colorado law school. You can Find me Mike at the activist. Investor.com one word, the activist investor.com and Anne at law dot Colorado DOT edu. Our podcast is produced and distributed by Reflow media, thanks for listening, we'll talk again soon.