Tesla, activist board nominees

Welcome to shareholder Primacy from free folk media podcast, about activist investing Securities Law, and all the ways. The financial illegal world's intersect and Collide in real life. We are back here in 2026 a new year. And and me and of course, is law professor at University of Colorado, who teaches and researches Securities and business law, and she Minds the legal and of the podcast. And that's Mike Levin and activist investor who lives and works in Chicago. He covers the financial side of our podcast, happy New Year. Anne happy New Year, Mike. Was it quiet? Was it Lively? Did you go to a rave on New Year's Eve years? We made it, we made it, we made it to midnight but we were just at a party at our kids house. So and we we kind of left that I think 1202 after we said and I think we mentioned, you know, where new grandparents so we got so we spent some time with the kid. And enjoyed a little bit of New Year's but otherwise there's pretty quiet so and I'm guessing yours was too. Hey, I was pretty quiet. Yes, great. Well, let's Let's talk about a couple of subjects. Today, we need to catch up on. Tesla, sadly, yes, sadly or whatever. I think we have what we can describe as some sort of closure, at least on the, on the musk pay case, there's many strengths. But the musk pay case, we can kind of close up because that one up and I think we, it closed up in a way that I think it's fair to say. We didn't exactly anticipate know or didn't see coming. All right, so yeah, so we'll talk about that. And we'll follow up to stuff. We've talked earlier about when we talked about What actors are up to right now. So now we're going to look at how activists actually recruit director candidates for proxy contest. Yes, that's sort of going on waiting for someone to call me but surprise, oh, we could do that. I didn't know you wanted to do that. well, I mean and assuming you're Dean's would let you Oh I have to keep that in mind. Oh it'll be interesting there be some activists that would love to talk to you but let's keep that in mind when we get to that subject a little later. But for now we have to remind listeners about what Activity email address, please. Feel free to reach out. If you have stuff that you questions for us or stuff, you want us to talk about shareholder privacy one word at freefloat LLC, right. All right, let's plunge into it. Let's plunge into Tesla, our favorite case study for all things governance and Securities Law and other stuff. And it came up again at the really at the end of last month. This this almost was like kind of got snuck in which I'll remember because it was also the date that the Epstein Falls was supposed to be released. Oh yeah, I think if they were hoping that the Testa Delaware, Supreme Court ruling would kind of overshadow. The Epstein files I think and take attention away but actually the other way around. Yeah, right. So anyway, um so there's a couple final decisions. That have been reached about that PayPal package. And just to remind everybody that was the one from 2018 that was going to Grant him. You know, 50, originally 50, some billion. Now, it's probably close to 100 billion dollars worth of stock captioned. Tornado VMAs. um, So, let's kind of recap that sort of see how that lead finished out, shall we? Yeah, so, Yeah. Ward him. All this stock. If he Managed these goals the most ambitious of which had to do with increasing Tesla's market capitalization, and he was able to do that, he increased Tesla's market capitalization extraordinarily by from 50 billion to around 650 billion. But after a trial Chancellor McCormick, held that this PayPal package actually violated the boards through Sherry duties to Tesla that because as Elon Musk controlled the board, that's what she found. They were beholden to him. So he basically dictated the terms of his own pain package. It was never really independently considered by the board. And when the shareholders voted on it, they weren't given full information. Because neither the board or the shareholders had really considered this paper package. That was really only one person left to decide whether it was fair to the company and that was the court and it was how it works. That's how it and she held it wasn't. Fair partially because musk didn't need that kind of award to be incentivized. To increase Tesla's market cap. He already owned like 20% of the company didn't need and it's an additional incentive to bring them and that was that was kind of my thing as a shareholder. Is that is that sort of the marginal additional benefit. Builders of this stock was with asymptotically approaching zero. Because he was going to continue to work as hard or not work as hard as that was and that was also what she found that he had said, like he wasn't planning on leaving Tesla, he wasn't going anywhere. This was a necessary anyway, so that's what she concluded. And she decided that the appropriate remedy for this. Breach of fiduciary, duty was recession to rescind the grants so she basically took it all away and well after that real quick for them to resend it. Basically means put the parties back where they were. Well, this, because the day before, exactly, which, okay, well, yeah, but she what that and that's what ultimately become the focus of the of the Supreme Court, but but right. So, but what she said was on resending the grant, just for the contract, just make the contract, go away, and his boat was never there. And now he doesn't have his 56 now. 100 billion dollars, of course. So that was the substance of Chancellor McCormick's decision. That was then appealed, that was of course, you know, while the appeal was Nothing, we have all sorts of shenanigans, all sorts of bullshit went on this revenge tour against Delaware. He persuaded shareholders to reincorporate Tesla out of Texas and then, of course, we've seen detect times. Yeah. Yes, sorry into Texas. Sorry yeah. And then, as you said several times, the whole controversy kicked off a sort of wholesale Rebellion, against Delaware from a lot of boards. I don't think that it wasn't this decision alone that did. It was more. Like this was the final straw because of sort of growing sense that the Delaware courts had become too critical of managers and there were a lot of threats that other companies were gonna leave the states. So I'm actually did, leave the state which ultimately led to the legislature passing, this new Statue, which we have discussed to dramatically loosen and that was SB 21. That's okay. New statute, makes it much much less Court review of conflict transactions. Like Elon Pay package, but the new statute. They're going forward. It means the courts will just not be as involved in reviewing this kind of thing. It didn't apply to the pending case, right? Because the that case preceded, the law, exactly. The statute Amendment so. Okay. So the case was going to be decided under the old standards and McCormick's decision was appealed to the Delaware Supreme Court. So when the Delaware Supreme Court got hold of it, they had this political Hot Potato because I feel like on the one hand, at first of all, they were working with this Old Log, which is no longer going to be the law going forward anyway. And on one hand, if they got into the facts and they suddenly and they overruled her and they said, oh no, McCormick was wrong. This board was totally independent of Elon Musk. They negotiated that would be. That would Those that interpret. I mean, the facts. Just don't Have to read the facts of her decision to like under. Like, there was understand that this is a board that's captioned by musk. So there was no way they could hold that, but on the other, Firm chair and withheld, musk's pay and agree that he's paying would be withheld. That just would have it more fuel to this fire. Maybe reignited, more companies, threatening to leave. So, they're in this incredibly difficult position and we get this decision. So were they were, I'm guessing, the, the position was Truly objectively difficult for the Supreme Court, I think it really was. It really was And still give musk his payback. So what do you when you say absolutely nothing? What you mean? They didn't have anything to say about? Much else about McCormick, ruling? Okay, the most incredibly technical grounds to reverse it. I mean it's very hard to read this opinion in any way but other than they were looking for, a way to reverse her by saying, absolutely nothing in order to get rid of this. Okay, let's video. Might see. So you just, so let's explore for a moment though. Those technical grounds, I think it's worth worth mentioning so and it had to do with Precision, right? So what did that look like? Well, I mean to understand, remember most of this appeal, most of the planets in the defendants were arguing about whether the musk did. In fact, violate his fiduciary duties to Tesla whether the shareholders appropriately, ratified his contact. That was like, yeah, there are so it's a really delicious legal in factual issues that came up. Whether this was Back to violation of fiduciary duties. Yeah. The Delaware Supreme Court didn't rule on that question. They didn't even acknowledge that. The question was before. Oh really? There was a breach of they didn't acknowledge like if you act like if they looked like question presented the question, they don't even acknowledge that it is before the court, whether musk violated or whether he was independent, whether he controls, whether there's fully informed, okay? That wasn't even before them, but it was it was before the there were briefs and everything instead. The Court held that assuming there was a fiduciary breach here. And they're not saying there was assuming there was right this remedy of recession where you take back the entire PayPal package. That was not appropriate. Why? Because recession, as you said the legal remedy of recession as a technical matter is supposed to mean that you restore the parties to their original positions. You take the contract away and you put them back where they were before. The contract was entered into and that That wasn't possible here because there was no way to restore Tesla and musk to the positions. They were in in 2018, you can take the money away but you can't turn the clock back to 2018. So recession, which is a particular remedy with a particular legal meaning was an appropriate. Now, here's the thing, the court acknowledges, there are other remedies that could have been awarded discouragement which means you make, must give back your interesting. So, so stop right there. So, discouragement and recession to say legally, they're different things. But financially to an economist in a Tesla shareholder, like me, they would be fundamentally the same. There would be. Well, it depends. I mean, if you thought, the entire amount was illegal gotten, yeah? Or whether you only person, there's a concept called researcher, recessionary damages, and it's for exactly the situation where recession isn't feasible. Because you can't put the parties back to where they were, but the planet. But so, so in schedule award Damages to try to make up for the fact that you can't put the parties back, okay. But the court said the plaintiff didn't ask for these things. The plaintiff didn't ask for discouragement the plaintiff didn't ask for accessory damages they're the only thing they ask for a recession. Recession is technically not the right word. You should use. Oh, so therefore the plaintiffs Get Buckets this. So I mean bobcat, and that's a technical term too. Isn't it? Isn't that that's in? Blacks will actually the Delaware Supreme Court had plenty of discretion to award some alternative amount or to Return an alternative amount and they chose not. And they just, I think they wanted to be done with this and the part of the Event out is the second half. Do you only with attorneys fees? But that was based on the idea that must entire pay was rescinded. So if his pay was restored because it's like as a percentage or whatever, we talked about that with with grundfest and Joel write about how attorney fees work in this kind of stuff. Okay, 345 million but she took it as a percentage of the value of the grant when it was a ward in 2018 which was as an option was like two billion dollars. So the idea was the, she awarded pay 345 million, which is very like the largest. It's been a lot of money for the players. Yeah. But on the theory that they had won this extraordinary award for the planet that the entire grandma said it. But So in this case restored, then you have to ask, what should the fee be? Now keep in mind, if there was no fiduciary, breach, if the plaintiffs are just wrong, everything, the Tesla was fine, the board was fine, the shareholders ratified, it if the planets are wrong, the plaintiffs, don't get a fee, you don't get attorneys fees, right? Yeah, they lose they lose. The compensates the plaintiffs at about four times, their hourly rates or whatever it is like 60 million dollars. Now, something like that. So 70 million dollars. If there was no, breach of fiduciary duties and Tesla's board. Absolutely argued that there was no, breach of fiduciary duties, but they didn't weigh in on this question. The court said Tesla has to pay 16 million dollars in a journey. So that's why this opinion comes off oh because I because I didn't they say there was like a dollar of nominal damages or something. It was yeah exactly they said that without recession there's a dollar abdominal damage but again without acknowledging that actually the question of whether there was any damage, whether it was really breach was before they didn't do any analysis. Didn't look at that at all. So the dogs from court was caught on this catch, 20 10 202 and they came up with this holding that doesn't set any precedent because future playlist going to just use the word. Recession, probably is 0 implications for future cases, but still manages to placate all those companies that were threatening to leave by giving us his pain. So they kind of threaded this needle here. Yes. In a in a fairly I would based on what you've said and basically what I've read about in a fairly Deft way. Assuming I mean for, I mean Legally Legally, this is Highly Questionable but in terms of the overall environment, they solve their political problem, whether you call it after, I mean, like, it's not like we can't see what was driving this decision. And so, what it really in some ways says, is Delaware can be threatened and the court can be threatened. So, I mean, that's disappointing. That's, that's sad. And one of the things about it, that I've pointed out is that it's procure him. What's period, is it means it's an opin. And that's not signed by anyone justice. So normally, so, and this is like a five panel, five judge. So, I've just panel or something, right? And so, so, just so what happened. Yeah, normally a normal Court opinion is actually authored by a particular judge and there and the others join it. And so, you recognize, this is a stride opinion. This is a luster opinion. Oh, so they are they all kind of, sit around and say, okay, you're in charge, you write it and we'll sort of endorse it to one Justice and that Justice writes it in the brothers that maybe they knit pit in the process, maybe they'll say, well, I'm on happy with that sentence. Can you change it right when they're all Or then they sign it, and if there's a descent that's separate, but procure, him means it's not signed by anyone Justice issued budget, just the court. And usually, when an appellate court, like the Delaware supreme court issues an opinion when it does ProCure him, that's usually for hyper technical rulings and significant rulings that aren't presidential. But this is a case that had clothes. You still issued their ruling period. No, just put their name on it. It's like they're not even trying to hide. How much politics playing a role? This is like this is like really let's make this go away. Yeah. And I mean, can I just, I want to just identify the elephant in the room for me on this. So, please handing musk 100 billion dollars, right? It's much more significant than simply making a CEO. Very rich money on this scale. This Is wealth that gives him public power. It gives him political power, it gives him Global political power, right? That shouldn't be the Case it shouldn't be the case that just because we run a car company. Well suddenly you can Implement he doesn't even do that later. But okay. But that's what it means. That's the world we live in, and that's not Delaware's fault. It's not really Delaware's responsibility to address, but it's the background reality that the court was operating against and look. I don't know, the justice is personally, but if I had been strong armed, and to giving musk that kind of political power, I wouldn't put my name on that decision either. Oh, I see. So the pure curium wasn't because they, they wanted to evade responsibility for this questionable legal. Wow, my name I mean I don't know. Me. I'm just saying, if it were me if I didn't stand behind the ruling legally, if I were like, this is just the correct legal ruling. So let Justice be done. Those kind of fall. If I felt like I've been strong arms into it, I wouldn't want to put my name on that either. Especially given what I do with the political power that right? Yeah, exactly. He's he's I mean he's been Fairly quiet about this. Well I mean he was he cheered it but it's not like he was yes but about the case. Oh, we know he's, he's all over the place on but in terms of the outcome here. Yeah. I think he kind of took the W between And said, thanks and let's move on. So start fights, but I finished them and then that, right? So so he now has his it's roughly 300 million shares And it's, it's in the form of options that he has next exercise. Yeah. So those are sitting there on the books, I think he actually filed a form for updating his holding or to. Yeah, and they forfeit now that interim award that the board game. Alright, that's all that. And, you know, I suppose the Lesser A product. The Lesser problem for Tessa shareholders was that that alternate pay package was going to cost us a ton of money. They're going to cost him a ton of money in taxes when it cost us a ton of money and accounting charges and that's all been avoided because the original accounting charge was like two and a half billion dollars. To award him. Yeah I mean they had promised they had planned to give him back the money either way, but this is definitely better for Tesla if they give it back to him this way, right? But this is, this is clearly A loss in some sort of broader sense. First in getting some clarity, legally about what it means to control, and what it means to get approval. The results are really interesting stuff that I suppose, I suppose her I was the law changed it but I suppose they let stand a lot of reasoning. Yeah, but I'm just not sure that it matters anymore because as be 21, right, that's right, a lot of the law. But then there's the broader themes about what it means kind of for Delaware's role in Kind of Distributing power between investors and Executives and that's and that's unfortunate. Yeah. All right. Wow. Pure per curiam per curiam per curiam that's like the curio. Like it at the Vatican, right? It's probably the similar right anyway. All right. That was that was insightful. Why don't we take a quick break? Shall we? And talk about how guys like me recruit activist candidates, shall we do that? Okay, we'll do that in a minute 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 want to stock or retirement plan go to free float, 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, Shoulder privacy. I'm Lipton here with Mike Levin and we are looking at how activists recruit director candidates for an activist project. So, actually, yes. How do activist find people to run for Board election? Well, um, It's worth saying that how the process and the thinking. There has evolved. Now, you know, this this kind of came up. After you and I talked some weeks ago about kind of what activists are kind of up to right now. Which is, you know, doing filings, there's a whole bunch of proxy contest cooking. There's like I just counted there's seven that are pending right now as of Jan 1 or roughly And then there's a whole number that'll be announced and part of those of course, is finding director candidates to to be on your as we say a slate. And you'd think. It's pretty easy, right? That this is, you know, serving on a board of directors, supposed to be kind of cushy, right? You want to do it? You want to make go ahead. Oh friend of mine Professor who studies boards and he's done a lot of research on boards and he said that people used to come up to him and like ask him how they could get a board position. It's like I don't know. I just I just research, I don't actually go through that. I mean you want to do it right? You the average work time like it's Not, it's not for the money actually. I would love it for my from an educational standpoint for me. Well, don't put me on a board. Don't downplay them. Well, the money S&P 500. I am somewhere in a range of like I just to two to four hundred thousand dollars a year to attend. You know, four or five board meetings in person mostly a few committee meetings which you can usually do virtually. It's it's it's it's a it's a lot more work than it used to be because of the litigation if you risk then it was 23 years ago. Like regulatory matters that have been put. Yeah but still you know, you gotta sit through. It's it's it's it's it's it's it's it should be really kind of good except except activists are a little different as you sure you've learned in your interactions with me over these past years. because, you know, let me, let me point to a couple dimensions of an activist project. First, of course, we're dealing with turnarounds, we're doing with, you know, companies that aren't just smooth sailing. We can go to four or five board meeting here. There's a lot of work, you know, sometimes they're recruiting a new CEO, sometimes you are getting into, you know, weekly or meetings about how the businesses go going. You're retaining investment bankers for And supervising them for strategic reviews. There's there's a lot, a lot more work and a lot harder work. Than it might otherwise be right, right? And then furthermore, Working for an activist is or on an activist slate used to be kind of career-ending. Um that I mean at least if your career involved getting on boards, right? Because yourself is being opposed to board. So now you're not a goal on kind of guy person. Sorry you're willing to ask a lot of nosy questions and not accept bologna answers. I mean, that's kind of the nature of that kind of thing and I think all boards obviously should behave that way. But in particular activists, yeah. There's a challenge in the board. They're not gonna I mean I didn't said previously like I was surprised to learn that exotic is still really upset that investors. That's right. So anyway um so that used to be a big problem and so activists for a long time would be you know kind of that wanted to do it meant that you couldn't do it and I've been away if you want to. Yeah, right. Or if you wanted to be like recruited by a nominating, a corpse golf committee. Once they saw that you'd even You know, being at some point in the past on an activist slate, they'd move on to the next person. Well, that's not, that's not quite true anymore. We'll talk about that in a minute. Um, because Activist projects have become more acceptable, obviously you know, relative to past years. Working on especially if you're kind of do a really, you know, working like job of trying to help with the turn on help, recruit a executive help, you know, deal with the sale of a business or something like that on. Those kind of those kind of skill sets, are still, you know, kind of valuable and to be able to show that if you show it in an activist project. Well that's that's okay. So just as activist investing has become a much more acceptable, way of allocating capital in the past. You know call it 10 years surfing as a board candidate for an activist. Investor is also become a little more acceptable, again, not completely and it's and it depends how you comport yourself in some ways but it's not quite the career Ender, that it used to be. But then we, then we get to the question of exactly how do you do If you're if you're like me what do you find people? Right? Well and presumably we were talking now about I think we're talking about members that you're talking about as being independent, like you're like your your pitch to The shareholders is they are independent of me, they're just well qualified well and they will or with a with a caveat in there because the first again, the first level of Independence is independent of the company, right? Okay. But then, there's also kind of independent of the activists right? Which sometimes has its appeal, right? Yeah. There are shareholders that value that that want to vote for Directors that really aren't trying to. Express the interests of just one single shareholder, but we'll kind of represent all shareholders and it might be like a different Supply. What your theory is at the problem with the company shortly, like, absolutely right, some hedge funds, don't put the hedge fund guy on the board and sometimes the recruit Independence saying, look, I just think they need an outside person to look right. They need someone who's completely completely right from this. But the first place I usually go. If I am advising somebody or whatever. Is to say to the shareholder. The investor the portfolio manager. Would you consider being the director? Would you be consider being the one? You know, either one if they're looking just for one seed or the whole you know, or the first of many of several and there's this reason for that first of course, you know, one of the downsides is, you know, you're not initially independent in the way that we were just talking about but when a portfolio manager does this, it sends a couple of very important signals. Okay. First. You know, the most valuable resource that one of these folks have is if you're you know, Nelson, pelts or Jeff Smith is your time. And if you're willing to spend the few hundred hours a year that's required to deal with a turnaround situation, that sends a really important message to your limited partners, to other shareholders to the company that this is enough of a priority. I'm going to spend a lot of that valuable time on this one. Company in what presumably is a lease modestly Diversified portfolio, right? Okay. So, and and that, that I think has a lot of credibility. It also helps, you know that we always talk about having this kind of ownership mindset on the on a board. Well, you know, having someone who's got, you know, if you're a defiler, you know, these five percent, at least, if it's either your own money, or you have fiduciary duty to that money, you know, that really is, there's no better way to demonstrate that kind of investor mindset by then putting that person on the board. But nonetheless, Sometimes portfolio managers, you know, they'll decline there's you know, blackouts and there's trading restrictions and sometimes they like to be able to trade around the position. You can't do that really easily. If you're on a board or we get to the independence issue that you identify which again, you know, and I've had these conversations with people where they say, you know, it's it may not look kind of good to other shareholders whose views are trying to retract that company to benefit my particular fund strategy rather than right exactly a different strategy, right? And it's hard as that kind of becomes if you're just one or two people on a board of you know, six eight ten, but still it the Optics around that sometimes are are challenging so you get to other things. First, the first, the next thing I do is tell is Go Ask other shareholders are there candidates that you would love to see on this board. Okay, so if you go to, you know, if I own I don't make them a number four percent and I go to someone who's got 9% who's otherwise just passive, you know, G, Filer and say is there someone that, you know, you know, maybe you don't have a person within your shop that would like but is there somebody who you'd like to see and they say, yes it's kind of funny. You know, I knew a former executive who would be perfectly If you do that for two or three shareholders, you're really start to, you know, pardon the expression lock in their support, for whatever you're doing right. It's, it's a great tactic for trying to find people in a way that builds some trust and the spirit of collaboration between Yourself and these other show. There's not again, you got to kind of word this carefully to make sure you're not, you know, forming a group with that other children. That's that's technically feasible. You could say, is there someone that you'd like And if you haven't made an agreement, then they have a price. Exactly. Just if you're looking for suggestions that, you know, having another large shareholders suggest, someone doesn't mean you have to do, it just means that you've been promised that they're looking for them. It's right. Exactly. And so, um, So that's another step. Then there's a couple other places to go. There are activists that have increasingly started retaining search firms. To do this. Now there are. I mean is that good? Well are there concerns about confidentiality with that kind of thing? Not really I mean I know more or less than any other kind of search you know the couple that I know there's there's at least two search for I won't I don't need to mention them here that have a bit of a specialty and Advising activists and, you know, they kind of understand some of the issues we've been talking about and and, you know, our really good at collaborating with an active, its kind of understand the mindset, of course, that costs some money. And, you know, again, you do risk a little bit of, you know, losing some of the edge you might have if word gets out that there's a search for him, looking for candidates, for a certain kind of bored. But that's, that's what's nice about that. That's a very professional way of doing it. You'll get to some, possibly, some candidates you might not otherwise find. Um and you can kind of do its systematically in a way that, you know, you might not be able to do if you're just a portfolio manager. That's, you know, doing what I would label next is like calling your friends right? So so that and that was kind of the time honored way of doing this and and activists used to do this, you know, the night before a letter was do they be calling on saying you want to be on board? Yeah those are in the battle days. Yeah, friends I mean leaving aside, everything else means that they just find someone and that was kind of warm body. Yeah. Theory of trying to do this. And again, that's that's still happens. Some And what's nice about that is if you're, you know, talking to people that that you've worked with before and various things, there's a high degree of trust. You know, one of the big problems that happens all the time with this kind of stuff is some activists on a couple of companies that worked on years ago. Excuse me some you know activists told you know, recruited directors. Will get to this one case. I'm thinking about what we settled with the company, we put the director on the board. And they immediately got co-opted. The immediately got captured by the board and and and no longer were the independent voice. You know, question that are products are gas thing which is I loved. Yeah, so that's so you. That's much less of a risk if you're just working your own network. Yeah. And and calling your friends and, you know, part of the problem with, you know, asking your friends is, is, you know, there's other shareholders that maybe looking for certain, you know, expertise. So maybe you have a certain kind of media company or working on and, you know, you don't have many friends in that business, but you find somebody and then who you can trust, but nonetheless, other shows, oh, that guy doesn't have any experience and streaming, or whatever the best businesses. So, finally, there's this whole You know, long list. Now of executive now works, there's women director networks, and minority, and all sorts of directors networks that you can kind of go to. That would be happy. I mean, there's so many more people now than there used to be and it's so much better organized. In time, in terms of trying to find candidates and followers, you want to know some of them. I've worked with a couple and they're really good. There's a lot of really good candidates people that, you know, present really well. You can, you know, get five or ten people and when it went down quickly to who you need, and that also works works pretty well to get to these directors Networks. Um so there's a series of steps you can basically go through that. I've gone through to try to find people to do this kind of thing, you know, just to recap starting with yourself again, that's that's that's, you know, if you can get over the independence issues that usually sends the right kind of message to, to a lot of people. If you're willing to do this, The only other comment I'll make is, this has become a lot more important Under Universal proxy, kind of how you recruit candidates, and what they look like, and what their credentials are, and their background, and their experience and so forth. Because, as we've said before, Under Universal proxy, director elections are much more individual, and you're targeting a particular person. So you want to make sure that you have the exact match. Right. Exactly. So if you're if your thesis is we need to sell the company or we need to sell this division or something like that and there's actually no expertise on the board that has any kind of deal. Um, experience, they don't know how to retain a bank or they don't know how to price a deal. They know how to negotiate a deal. Whatever. And we have two candidates here that are really good at that and that really supports your thesis really well. Now, I mean, you know, then then you gotta get the in the stylized example, then you have to assume shelters like the idea of selling whatever you're trying to sell their but because the comparisons are some more person-to-person interact. This whole recruiting process has become a lot more critical. Than than it ever was. And so you know the days of me still we do it a little bit calling the night before a notice trying to see who's available. Still happens, but usually there's a lot more planning that's going into. This is a matter of fact right around. Now you know, first week of January a lot of stuff's kind of baked in at this point a lot of directors candidates that are going to be put forth in the coming months of pretty much been identified roughly following the process that I've outlined here. So that's that's kind of how that works and that is interesting. So now here and you want to be on a board, you want to get another three 300 you know you I mean look you're knowledge of of Law and corporate governance and so forth is surprisingly, scarce on boards, there are boards that have you know, practicing lawyers, You know, that, you know, that are more like deal oriented kind of and they tend to be retired. Most most boards would not have an active outside counselor, or whatever you may have a general constitution of other company serving a board, that's unusual. But having an academic law, professor report could be kind of good. So everybody who's following if you're looking for a directors you know where to find her house that I'm right here, why don't we, why don't we leave this be for now, shall we? Okay, and wrap up. Absolutely. All right. We can come back next week and find more good stuff to talk about. Sure, well, be more active, right? Exactly. All right. This is shareholder Primacy hosted by Anne. Lipton me, Mike Levin. I am an independent activist investor and advise you to investors about their activist situation and is Professor of law and the Lawrence wolf chair of Business Law at the University of Colorado, law school and a perspective director for your activist project. So you can find the activist investor.com and Anne at colorado.edu, our podcast is produced and distributed by free folk media. Welcome to 2026. Thanks for listening and we'll talk again.