Transcript
Hey oh there's no Damien today live. From the echo of a sound board of governance. That's a reference to. Yeah, that's it, that's it. It's an all-new terrific. Tuesday edition of business pants, featuring guest star and hazelnut replacement Doug Shaw. Doug welcome back to the show. Thank you. Thank you. You're like an old black to be back? Yeah, it's it's got to feel good. I mean it's got to feel good. Yes, it feels. Liberating, it feels something on today's hostile takeover called December 9th. 2025, the who do you blame game? Now, Doug, you've never played the, who do you blame game? Do you need to know the rules before we we play? We're gonna talk a little bit before we play. But, yeah, let's, let's, let's review. All right, here are the rules of the who do you Blake, actually, before he even gets to that, our show today is being sponsored by free float analytics. The only platform measuring board power connections and performance for free. I love the people of Freeport analytics. It's almost like, I know them personally, intimately and nowhere their thoughts and fears, but, oh, look, the crowd is They're into it. They're into it today. Um, but before we get to the show, here are the rules and then then we'll talk to Doug for a second. The rules of the day are pretty simple. I'm going to read you a headline or something that's happened recently and I am going to go through a couple of people or entities or concepts or things to blame and Doug. Your Role is only to interject evaluate and pick who we really blame for that thing, whatever the thing. All right, there's no winners. There's only losers that's the way this game works. That is how Corporate governance works. Fence. Time to be in governance. I know, because we do governance. It's all we do and nobody likes. Yeah. So like what have you have you quit and started working at a bagel shop yet? No, no, no, no, no. I I definitely am eating Biggles but no, I am quitting. You know, quiet quitting maybe is that, is that still a thing or is that, like two years ago? What kind of type of thing? It's still a thing. No, I'm I'm doing all right, but, you know, I'm just wondering. Does anyone care about corporate governance? Did they ever? That's kind of, you know? That's the other question of I'm watching all this stuff. Play out, and I'm just like, come on, man, give me a break. I'm not sure. So my my big concern is is that they never did care. They clearly never cared and the only thing that happening now is an exploitation of the fact that no one ever cared not. This is, yeah, yeah. It's kind of like what, you know. It's it's like what us, you know, we were kind of naive and thinking oh wow, there's a real change. They care about stakeholders. They care about black lives matter. They care about all kinds of stuff. Deep. I And the steps were saying. Come on. No, you guys. Born yesterday, give me a break. And now we're seeing okay, those guys were right. Those guys were right. They had all the reason to be cynical and now I'm cynical too, because all these companies are just, you know, they're saying, oh no, we're still doing this, we're just keeping on the QT. It's like, Really because how do I know that? I'm just going to take you your word for it, you know, your word after you just got back from Mar-A-Lago with, you know, barring gold-plated, gifts and checks to pay for the big beautiful ballroom and, you know, secure your seat at, you know, Trump's next, you know, Eurasian and I'm just like this is ridiculous. Very, very disappointed, some people You know Jamie dimon comes through once in a while with with the statement kind of like you know calling BS on people. Yeah and that's good but sometimes he's part of the problem too. So and then the investors, you know, they were talking a big game and now they're voting for trillion dollar pay packages and you know, kind of reading domestication as they call it from Delaware to Texas saying oh you know, The laws on paper. They're about the same so you know and it's like are you guys like these words coming out of your mouth? Like look at the Supreme Court. Yes, the words of the Constitution are there, but people have wildly different interpretations of these, some of which are terrible for us. So I'm wondering, you know, I'm wondering just like with Trump is their buyers remorse from from some of these investors who are like we went along with all this Elon Musk nonsense and now we're paying the price. I don't think they're really paying, right? Like, if they haven't lost their jobs, they're not, they're not necessarily paying the much of this is true, but this is true. My question, like, a lot of the things you're talking about these aren't like, soundboard, governance. You're working with boards, right? Like you spend a lot of time with boards you're working on governance issues. Like I imagine a lot of the client, but the people who call you to do, the work are the ones who are probably serious about doing the work, I, and I'm guessing right? Which means. Yeah, I mean like, do a Board of evaluation. I kind of think like, okay. If these people are enlightened enough to have an independent consultant come in and tell them, you know what they're seeing then? They're probably responsible because of the Bad actors, they don't, they don't do, they don't do that. They're not gonna hire someone to come in and kind of give them an outside look because they don't care, you know? So it's like if the company cares enough to spend the money to do this and the time because it takes time, then yeah. They they're honest that they actually want to do. Things well and do them better now. Sometimes they don't like what you have to say. Or sometimes you point out that what you're doing is basically, you know, just trying to run away from the big bad wolf and you know that's one strategy but you know, you want to be that or do you want to be Costco? Right. So yeah, let's talk about Costco because like yeah like like when we look and this is I'm actually going there like right after this to get my tire fixed. Like no. Seriously. Uh but like I so we did a show approxi countdown show, two years ago now, where I basically ripped into the board because it's a fairly entrenched board. Tony James has been there a bajillion years and like but they're the only company major company that I can think of right now that is sued the Trump Administration for the tariffs. Basically said this whole antide thing is ridiculous, this is like a source of Revenue and competitive Advantage for us. They they were going to put on the prices of the Tariff on their goods but they eat most of them because they care about the customer. It seems like I don't like heralding companies that much. I'm a cynic about everything, but it does seem like at least there's a company that cares. Well, I kind of tried to play it evenly. You got to give credit. Where is credits do? Even to, like the bad guys, you know, once in a while, they do something good. And it's like, oh, okay cool. It doesn't excuse everything else, but I give him credit for doing something, you know, something good as a bad and, you know, it's Like like our great leader said that they're they're fantastic people on both sides, right? Think about that again. All right, let's let's start the game and we'll start off with a bang because I know. Yeah. Um, I know this one. I'm picking a couple here to just troll you just to. Yeah, love it. I love people trolling me. I don't get enough of it. That's why I got off Twitter because I couldn't handle it, you know, handle the trolling. Yeah. So here's the headline SEC. This is a bit old, but it also new SEC. Announces, it will not respond to most, no action request. Rule 14. A shareholder proposals. Now, for anyone who listened to show like, they pretty much know what this is at this point. It basically means the SEC Cheryl's was our how we get information out of companies and generally asked him to move in a direction that is better for shareholder value over time. And now the SEC is basically said companies, you can exclude whatever you want. We are not going to have An opinion about your exclusion. Yeah. So who do we blame for this? And I, this is the one. I've give you the most options because I know it's, I like every single one of them is could piss you off. Yeah. Number one. Do we blame the government shutdown? Because not that is the SEC. Well, wait a minute, wait a minute. The staff they claim. They couldn't respond after the shutdown because they had too much other work to do. He is what they said, quote current resource and timing considerations following the lengthy government shutdown in the large volume of registration statements and other filings. Requiring prompt staff to attention was the reason why they were tied up that they were tied up. It's just a coincidence that it happened. Exactly after that, kill it? Yeah, they have a dedicated team to this thing. Now, maybe those people have been asked to chip, you know, to kind of all hands on deck or on other stuff, that that's possible. But I, you know, they have a dedicated staff to do this. They all know when the work is coming, this is not surprised. And yeah, I'm sure stuff had to pile up on their desk during the shutdown but I don't think this you can use this as an excuse saying. Between now and September 2026 was just taking a huge, you know, time out they did. So they did say it would be literally a year, they said for this entire proxy session. Yeah. Blame this on the shutdown. It's kind of like implicitly saying blaming them Democrats and but the shutdown is kind of like the all-purpose excuse now, right. It's kind of like covid. Like covid was like, oh we had bad earnings because of covid, this because of covid that is like all right or let's blame Biden or something like that. So let's blame the shutdown but so that's that, that's not good. So you're not buying the shutdown. How about option? Number two, John Chavez and Jim mcritchie, because if we're honest, If we're honest, right? If it wasn't for Chevette, Richie over, three decades of filing shareholder. Proposals to improve shareholder, rights everything from a majority, voting declass fine boards like like special meetings, they wouldn't have pissed companies. Off companies would not be such huge whiners complaining year in and year out about the Gad flies and they basically ruined it for us all and because of their attention to democracy, it could be their fault that the SEC is basically like, you know, forget it, it's too much, it's too much. It's jovette and MC Ricci. This is we're anti you. Or is it number three? I'll give you all the options, then we can go back through them. Yeah, Is it the woke shareholders the, as you sews the arjuna's, the Trillium because the nuns right like the SRI crowd, they were probably the last straw, right? Like they're the woke ones, they've been asking so much for like carbon emissions reports that if it wasn't for them making Exxon sue them, right? Like they made Exxon sue them Exxon didn't want to, they just made them so them, you know. But by being so woke, it's probably their fault. Yes, he said this is getting all two out of hand, two woke or could it be number four, the the anti-wolf shareholders. Because if you exclude, in 2025 the last proxy season in the US, if you exclude, John and Jim McGee the highest volume of shareholder proposals actually came from the anti-woke filers, it was National Center for Public Policy research. National legal policy Center. The there's One other one Boyer research. Did a buyer Heritage got Heritage. Got into the game. They got into the game, right? Like and they were asking for absolutely ludicrous stuff. Like stop funding trans conversion therapy or one is actually. Offer transversal like healthcare. It was like they were asking for absolutely absurd things that apply to like. Yeah. Yeah and saying that you know, companies are basically, treating people who actually get pregnant and have babies unfairly, right? This is like an actual argument in their supporting statement, right? So yeah. No, I don't blame but it could be like a genius, right? Like flood the Zone with incredibly insane stuff. The corporate lawyers they have to bring in third party lawyers to do this by by SCC rule, right? So to review so you don't have to be. Yeah, yeah. But like they they generally do and that means like and I'm not saying any of this is really expensive, like it doesn't even cost one year of a CEO salary to to like do shareholder proposal work, right? Not even like an hour of a CEO salary, but yeah, but the point is like if If you flood the zone, right? Like if you just flood it with absurd requests, then then it looks to the SEC like this is getting out of hand and maybe maybe that was all part of the evil strategy or or you could blame ISS in class Lewis because this is like 90% of what they were doing. Like they don't actually do much in the way of analysis on directors at all. They just say vote for them all. Unless there's an activist involved, which leaves them say on pay votes and Cheryl to proposals. Now, every company has a sale on pay vote, for the most part. Yeah, not not. But it's all non-binding stuff and if it wasn't for romance Swami, and musk, and DeSantis, and Texas saying these are like woke proxy, advisors then maybe the SEC just pushing back against the proxy advisors or there's the obvious last option, which is Blackrock and investors himself who never actually voted on anything anyway. Like none of these things won like what differences make if we don't have them, don't fucking voted for them like that. Like like four of them would pass a year and it was just the ones that juvenile Ricky did. So, what are we really upset about? So your options. You said no to government shutdown. But is it Chevette McGee? Is it, the wok shareholders? Is that the anti-walk shareholders ISS class Lewis or investors in some cells or you could pick one but what do you think? Yeah. What about other? The Look, you have a process. And people are bringing in complaints under that process. and so, they have every right to do that they ever write to You know. Yeah, I mean, this is written into the laws in the regulations. So then you kind of complain. Well, there's too much volume, these are frivolous and so they've done stuff over time to try to kind of, you know, put some guardrails on it, put some filters on it. You know, just recently, you know, within the last couple of years, they've done that. And so You know, I I what I blame Paul Atkins and groups like The Manhattan Institute that have just been lobbying for these things to be shut down. I mean it's You know, I I blame this Administration. For its, it's all part of their agenda of suppression of dissent. That it's it's all consistent with what's going on up and down the chain at every different agency. And now they have an SEC chair to actually execute on that plan. He always had a Bugaboo about shareholder proposals and particularly about proxy advisory firms. You know, he didn't make a secret about that he was on the SEC before. um, so so it's him. I mean it's his decision to do this and so yeah, I just blame, I just blame him. I don't see anyone else. Want me, Richie? You know, I look, you can say I've got lots to say about each of those parties, in terms of kind of who's at fault for what and they're all part of, if you see. The shareholder proposal, you know? Industry. If you look at it as an industry we just kind of is but then they all have a role to play in this. I would say I think you know shareholder proposal frankly. I think they get more attention then yes. Yes, 100%. I I think that's actually this anti woke nonsense. It's all about fundraising and media, right? Like it's yeah let me have a video of me. Sticking it to Corporate America. And then, you know, funds come in because I showed that video to my supporters but meanwhile I had accomplished nothing. I really accomplished nothing except getting guys, like Matt mascardi and Doug cha, you know, mad and and other, you know, just people in the industry mad, but beyond that, who cares? I mean, nobody cares. I would say though that like, like the 30 year effort, like the long art, the short Arc, I think that's true. The long Arc, we have more disclosure now as a result of perpetually asking and engaging. But I think that's a slow slow game, right? Like that, any carbon disclosure for wasn't for decades of Cheryl to proposals. That's it, we're all. So, like at a point where it's like, we only focus on the shareholder proposals that are non-binding and never win. I'm not, I don't understand like yeah, no it's true. That every corporate governance reform shareholder right? Whatever started as a shareholder proposal. It's like you know, but I also maybe maybe they're not all necessary, but the fact is corporations didn't just wake up and say, you know what, we should actually give people a right to vote on this. He would only be fair, kind of like, you know, at some point. You know, rich white guys who had the right to vote said, you know what? Isn't it kind of unfair that we don't let women vote people. Like yeah, what's up with that? Why? Wait, you know tomorrow let's just do that. Let's amend the Constitution. Yeah you know. It's like no people in power, don't give up, power voluntarily, but so, so anyway, yeah, you're right. In terms of the squeaky Wheels, there is a role for them to play in in society. And that, that's, you know, maybe they don't like being called The Squeaky Wheels but that's essentially what they are, you know? Well, we went with Atkins, anyway. So let's go. Let's do number two. All right. Number two, you ready for this one? Now now we're gonna get a little less trolley, a little, a little more because I knew that one was like, That that one's an aggravating one. This one's just straight up. Okay, here's the headline and I'll give you a little bit, a touch of background on it, Pepsi to cut product offering nearly 20% in deal with 4 billion activist Elliot. So Elliott management pulse singer took a four billion dollar stake in Pepsi they've cut a deal and Pepsi is now saying they're going to reduce their product offering by about 20% among other things that they're going to do a bunch of other things. Pepsi said, it also plans to accelerate the introduction of new offerings with simpler and more functional ingredients. Now, I read that this is from their press release. I read that functional ingredients made me like what was in it before like a non-functional ingredient but they said, including this is a quote Doritos protein and simply nkd Cheetos, which contain no artificial flavors or colors. The company. Also recently introduced a Prebiotic version of its signature Cola. So, Prebiotic Pepsi, who do you blame basically for this whole situation? Because at some point, Pepsi does something that attracts Elliot and now they're cutting a deal with Elliot and now we're going to get Doritos protein. Do you blame Pepsi CEO Ramen LaGuardia? He's been the CES 2018. According to the free flow, analytics data, just got 21% influence over the board which is the highest 43% connected to the board. He'd like these are all very friendly. They're all known entities on the board there, it's a standard US large cap, blue chippy company. It's basically overseer, 0, value shareholder value, increase in the last five years. They're, they've been flat. Did he just put a sign on the door? Basically begging and activists to come hang out? Given that they're happily, you know, getting paid for increasing zero Share value and putting out like, you know, just a product after product that no one cares about no one selling. So do we blame the CEO? Do we blame the activists themself Elliott management? So Paul singer is notorious. He's called the vulture capitalists. He's not called like the foodie capitalist. He's called the vulture capitalists. Yeah, actually know someone who worked for me, says, actually, he's pretty nice guy. But okay. Yeah. I mean, I look, I only know what I read. I've never met him but yeah, did. Yeah, he did help out Jack Dorsey from Twitter because he didn't want to these on the record saying, he didn't want him to go live in Africa, and he thought he had too many jobs and helped put Twitter in the hands of Elon Musk who has five jobs in his far worse in 2021. He took He took a 3% stake in a-hole Del Haze the grocery chain owner. So I'm sure he's had like a he's probably been to a grocery store and sprinkled protein shake on a Doritos bag before. So maybe, maybe we're blaming him for, for, for, for everything that's going on. Do we blame the Pepsi board at large? First of all, I don't know if like, I'm sure all of your clients are like confidential, but I don't know how many of your clients have 14 people on the board as a US large cap company. It's a lot of people, it's a lot, right? Like I wouldn't say it, I mean, I think BlackRock had 18 GE had a ton, you know, I think 14 is basically at the upper end of the range of what people think is like reasonable. Yeah. Yeah. There, you know, there's boards that have seven, which I think is too few. But like seven to fourteen seems to be Kind of, that's the outside range. Probably 14 is too big, you know, you would think 11 or 12. But but, you know, my son would say my sons would say yeah, you know, six seven. I don't know if you know, oh my God. Yeah, I'm a heart out of six seven. And it's like my kids are. Yeah, my kids are gonna be embarrassed that. I actually said, six seven on some podcasts, but yeah, I'm gonna send this is this is for them, but, but you do see you soon at 14. You start to see a lot of dough duplication on what kind of board skills. This this board has four Finance on it. Like, it's like Finance backgrounds. It's got two people with Pharma or or medical degrees, but there's only one person who's not a Pepsi executive or ex Pepsi executive who's in agribusiness. I don't understand like there's one guy from bunge. Like I don't understand how everybody else on the board comes from retail, Ned or econ backgrounds and There's nobody up with food backgrounds for the one guy and well. How does that make sense? Like don't? They make actually makes a ton of sense. It proves that. Their products are mostly made by chemists. Yes, that's why they have doctors, you know, because yeah, it's like they've got a ton of chemists to put, you know, non-functional ingredients that's it function. The fact that the function is when you bite into a Dorito, there's something sprayed on there that triggers your brain to say. I want another. And then after the bag is finished. I need another bag. I'm pretty sure, you know. So so yeah. So it makes all the sense, they're not the food business, they're in the chemical business. Yeah. Chemicals that that kind of get reconstituted as food, but hey, that's their business. So I think Pepsi so is kind of to blame here. They've been a perennial Target. You know, how many, how many years we've been talking about? You know, one more option here, you got one more option. Do you know, your final option is Roberto Martinez and Tara, Glasgow, Roberto Martinez is the chief commercial officer and the CEO of new revenue streams at Pepsi, which we should blame. I mean, Doritos protein, first of all, hard out on Doritos protein. And but Tara, Glasgow is the chief science officer at Pepsi. Which I the between the two of them, someone has to be held responsible for Doritos protein and simply nkd Cheetos. Whatever that is right. Like what is and KD I don't even I don't even clearly something. I don't want to put in my body. It's antima you know it's all these bad things. But you know the thing is like this is another cynical. Take I mean Paul singer. Does what he does. I mean there's probably another money grab for him. I don't think he cares about actual you know Pepsi products or Pepsi customers but he sees yeah there's bloat in this company. They probably have way too many product. Lines management should be doing something about that, a management. So okay, we'll cut that back. But we'll put out these products, they're pretty much gimmicks and they probably had in production already. Anyway, I mean they're probably late on the protein fat, right? I mean, the protein thing has been, you know, what they should be doing is they should be having a joint, you know, some collaboration with either Eli Lilly Or Novo Nordisk to spread you know to to spray a glp. One, there it is. Yes, isn't that here? I want some I want some sound effects here. Oh, your wish is my current command. Yeah, I'm into it. Where is it? You guys used to have that you know what? You trust you. But yeah yeah I mean I think these are gimmicky things, you know all natural. They're going to have some kind of all clear. Whatever. Drink Crystal Pepsi. Or organic organic Doritos, organic Cheetos or organic Fritos slimming GTO, do they? Have gluten-free stuff yet? If they don't have gluten free, they're really behind. They are really all singer does not care about any of these things, right? Paul says, like that's probably, he's mad. Oh, he has Celiac and is not getting product offering, but that's a, you know, management isn't to blame, but probably put themselves in this position. They've been targets of Of activists going back. Like a couple decades now. So it's not like, they don't know that this is a possibility. How come Coke doesn't get attacked by activists, right? They're number one competitor. So So, there you go, blame. Who's whose fault, is it? Yeah, I think at the end of the day, it's management. So we're gonna say CEO on this, we'll say the CEO, we'll say the CEOs to blame. I mean, yeah, people want to blame the activists but that's what this is activist. That's what they do. You know, that's your, that's their kind of raise on Tetra that. So it's like, you can't blame them. That's just, you know, they're in the business of doing this should be in the business of making themselves not to vulnerable to this kind of stuff, just By the rules. There's no franchise on the show. Raise on debtor. Okay. Fat dumb and happy is no way to go through life sir, there you go. All right. Third. Who do you blame ready? This is straight up. Simple. Yeah. Headline is Jimmy Kimmel signs, ABC extension through 2027? Now typically Kimmel says signed multi-year, extensions. They're saying don't get into it because it's only a one-year extension. Kimmel is basically been on. The record is saying, he wants to go out on his own terms so he knows what he knows the end is coming is the speculation here, but who do you blame? Because I mean, there's some easy people to blame, right? Obviously Bob Iger, right? Like he yanked, Kimball to kiss Brandon Carr's ass and the Affiliates, then he put them back on when subscribers canceled and they convinced you know, everyone to re-air him. And now he's extending Kimmel. It's got to be, is this like Igor's don't say gay, bill chapek moment where he's basically just flip-flopping back and forth and not, there's no clear signal here, but iger's, you know, done a lot of sort of like suspending ESPN personalities for stuff and so, I don't know, is this, you know, just Igor being Igor, do we blame Disney's bored, because We know the board, basically, just whatever I heard says goes. We clearly know that either the board knew when they yanked Kimmel or they didn't in both cases, they were wrong, right? Like like if you're gonna make it, you know, like, bend the knee to Trump, and the board's not involved. That's, that's a problem. If you're going to Bend Indiana Trump in the board is involved. And then you reverse course, they made a bad decision within seven days, right? Yeah. um and and like we have That we have agar again because most of this board repick him after picking chapek badly, right? Like, Susan Arnold head of Nom left, but mellaga messino and Derica rice. Still on the board. They were on the Nam committee at the time that shape, it got picked and then shape it leaves and tigers repick. So maybe it's the board, maybe it's ISS because I love blaming ISS for stuff. But when Nelson Peltz used like Pearl mutters money to take a stake in 24, He suggests like he targeted voting out mellaga Messina who was the longest tenured director at eight years at the time. Yeah. And and on the Nom committee and ISS agreed only for in 2025 when pelts is gone he's lost ISS backed mellaga messino and she got 98% of the vote again, right? Like it's almost like it never happened. No one investor remembered that the year before she was compromised, horrible couldn't do the job the year after she's totally fine. So the flip flopper is basically everywhere. It's not just Igor flip flopping on on. Yeah. Kimball it's ISS flip flopping on the board members or do we blame Brendan Carr because this is maybe this is or just putting a finger in the eye of branding car and they angry conservative. Affiliates. This is Disney being woke again. We're bringing Kim. Back screw you all. So I go you could write isn't Sinclair, isn't this? Yeah. Yeah. They're the stick your finger and Sinclair and Brandon Carr and the fcc's. I yeah. Your options. Okay. Your board ISS or sort of the conservative mob. That is branding car? No, no. So I'm gonna go with another other killing. This is frustrating. I know you can fail me at this game, but okay, look, I I love blaming Nelson Peltz, I love blaming ISS. I love blaming anyone from the Trump Administration, but I'm not gonna do that this time. I blame Jimmy Kimmel's agent. Oh baby dolls agent. Think of this as like a he's like he's like a superstar Sports you know guy I'm gonna get him a 10 year deal. And with some kind of a player option out after one or two years, if Jimmy Kimmel wants to leave and become a free agent or retire or something, he has the option to do that. But the, but otherwise, the companies on the hook for 10 years and if they fire him, they have to buy him out. You know, that's what the Aaron judges and, you know, Mike trouts of the world. Do they lock in these long-term contracts was there totally unjustifiable. And and but they also are in control because they can say, Hey, you know, as certain point, I want to be a free agent. You got to let me, you know, you gotta let me do that. So whoever Jimmy Kimmel's agent is and obviously he has an agent, he probably has multiple agents. What were they doing? They're supposed to negotiate this stuff on his behalf. I should not sit in there with Bob on the phone and saying, hey, Bob you know, I'd like to have two years Bob's like, okay, one. Well, I'll tell you. Hey, hey dude, I retire when you retire, okay. Because you clearly never retire. Honestly, James babydoll Dixon. I listened to Bill Simmons podcast and they talk about it all the time. In fact Kimmel was on and they were making fun of Dixon because when Kimmel got yanked, he was Nixon, was his agent was at a wedding and didn't leave the wedding. Like didn't like, like, stay, like showed up afterwards after negotiations had happened. I mean, they made fun of him. Like I don't know what actually transpired there, man, that's a fireball offense. I love, I love this. As a as a deep cut and you're right if you treated if actually It brings you to a different point, which is if you treated board members the same way, like, with multi-year contracts, buyouts and trade Clauses, can we get to a point where we can trade directors and trade, you know, like so cool. Wouldn't that be so funny, but but Jimmy Kimmel, it's like, why aren't you hiring Ari? Emanuel, you know, to just go scorched Earth on these guys, you have leverage, I mean you have freaking leverage at this point but are you whatever? I'm not in. I'm not in the Hollywood business. So if I were I would have been Mike ouverts, pay me 100 million dollars for sucking for 14 years, 14 months greatest greatest movie ever. I mean, give me that, give me that deal. I will suck for 14 months if you pay me, 100 million dollars. What a deal, whatever, you got. All right. Here's number four. And we're coming to the End the 5th. One is short and sweet, but here's number four. Yeah. And this is the big news of the day. Trump says Netflix Warner Brothers Discovery deal. Could be a problem as son-in-law Kushner backs Paramount bid. Trump is now said I'll be involved in that decision too. I mean, listening to what he says is kind of hard because I think he could be asleep at any moment. Like, you don't actually know if you remember what he says anyway, but Paramount did show in their regulatory filings for this hostile bid that Jared kushner's firm, a long with several middle. Basically every Middle Eastern Sovereign fund and 40 billion dollars of Larry Ellison's. Money would be committed to the Paramount hostile takeover. And they disclosed David Ellison, the nepo, baby disclosed that he texted co-ceo Ted sarandos that this is not their last and final offer they. They effectively saying they can go higher. Who do we blame for this nonsense, regardless of what you think of, who whether Netflix should get or Paramount should get her anything like that? It is insane. Do we blame Larry Ellison because without Daddy's 40 billion? I mean and what's 40 billion when you have the net worth of 269 billion and you own a Hawaiian island. But without daddy, there's literally no deal. This only exists because nepo daddy exists, right? Like there's no deal without nepo, Daddy? Um, do we blame the Middle Eastern Sovereign funds? Who I actually think this is dictator capitalism, right? Like they've been involved. In Ellison, tiktok Trump Air Force, One musk and rock Ellison and Paramount musk and Twitter, they're basically targeting every conservative, who's dismantling, you know, like competition or are they involved here? Are like they're not here. Yeah, they're. So there's 40 billion um, from Ellison daddy Ellison and there's a couple billion from each of the Sovereign funds and kushner's firm. So there are all involved here. They're taking non-voting shares. If they win, even watch streaming services in Saudi Arabia. No, of course not. You don't get HBO. They're not watching Game of Thrones in Saudi Arabia. Oh yeah, hell no. Do you blame Robbie Starbucks? Because he victory in the sky dance acquisition. Well, Robbie Starbucks, inserts himself in everything. He said the Starbucks during the during the sky dance Edition. When Ellison baby, Ellison, bought Paramount, He basically said that he was the one who got as part of the deal. Got Dei scrapped at Paramount and he used the opportunity to lick the boot of Brandon Carr. He's he said publicly like I'm so glad I had we have FCC chair who recognizes the importance of like you know, traditional something or you know, the anti Wok something or whatever. So maybe I am ponytail off, this is a man who before he did this was a music video director and did a documentary like a spurious documentary about children safety you or whatever like he's he's an Internet troll, right? So maybe he's involved. Or do you blame Warner Brothers Discovery, chair of the board, Sam DPI? Who was a life and almost life or he had a three-year stint after retiring. He was from 1973 until about 2011, he was at PWC as a counting. Before going to city Citigroup, as an eye Banker for a couple years then retiring for good. This is an accountant running the board of Warner Brothers Discovery. A massive Media company and no one has heard of this guy. He's names not in the news, no one's talking about him but he had to approve the Netflix deal. They got all the bids. In fact the Paramount deal came to the board right? Like they chose the Netflix deal over the Paramount deal and came out went hostile when they didn't get chosen like throwing a big baby tantrum. The board got all the bids. They chose this one. If they had chose baby elephant, he wouldn't be throwing a temper tantrum with Daddy's Money. There's no hostile takeover. There's no conservatives rejoicing do. We blame board chair, Sam DP out. So you got Ellison, Middle Eastern, Sovereign funds, and some sort of clever, conservative takeover of all media and this country Robbie Starbucks because he's everywhere, obviously or the chair of the board Sam dp's. A Okay. Have an answer that. That's not an other. Yeah. But a couple observations here, obviously all roads. Leaped back to Trump. Right. But you mentioned investment, bankers is interesting. You know, in terms of Warner Brothers investment, bankers shouldn't be. They be kind of like preventing this kind of You know, they did their job. They wouldn't have this hostel out there, right? I don't know, or maybe they can't control it or maybe they love it. Maybe they're like, hey, yeah, let's I think they get the fees either way. Netflix is actually committed as part of the agreement, a 5.8 billion dollar failure, like payment to Warner Brothers. Okay. So so from from an eye Banker's perspective, it's like, oh well, we don't care about a hostile because this is the largest. Like, if this merger isn't, if there's mergers, doesn't happen between Netflix and and Warner Brothers, it's five point eight billion dollars that in most cases goes to Warner Brothers and they'll get a part of that fee, right? Like I'm sure they're getting taken a cut everywhere, so everybody wins. Yes, so it was interesting. I was listening to some, I guess the times podcast this morning About this deal. And I didn't know, it was probably one of the ellisons or, you know, they were talking about in terms of the argument to the FTC, in terms of why, you know, this would be bad for America or for consumers for Netflix to buy essentially by HBO, right. And he said well this is like the number two streaming service buying the number three streaming service. That would be like Coke, buying Pepsi. And I was like, okay so what does that make you? CNC Cola RC Cola like you know total like a total nobody so you just admitted that you just nobody watches freaking Paramount plus. Oh actually, I have on my calendar like another not joke. Cancel Paramount plus. Yeah. They free trial tomorrow. Yeah, you so you get to watch like giving for something and now I'm like all right I'm canceling that it was a one-time timer so I believe Larry Ellison. I mean it's but it's like Larry Ellis in Trump. It's it's the oligarchy. You know, he knows hey I'm an oligarch. I can come in. They, you know, I can get the FTC what, you know what, I want to the FTC because the Supreme Court is basically going to let Trump fire anybody and maybe he'll put me on the damn FTC. So yeah, listen is like to come on. Go back to Lanai. Go sale your big boats, you know, just he's got his attention to the other boards, isn't he on? Is he on? He was, he was heard, he was on Tesla Sport, he's off of it now. Um but but he made a lot of money on that and he's invested in all of the musk Enterprises. Yeah, he's made a shit ton of money so, you know, but yeah. So it's like okay, I need, I need baby boy to get his money now. So I'm gonna intervene but he intervening because it's, he's part of the, you know, he he's a oligarch a-lister. So, yeah, I can't stand these guys. I mean, there's a lot of people in this whole equation that I can't stand, but he's in terms of this deal, He's the number one villain. Do you know? It's weird about it. Like, like it. It's created. Sympathy for me for the billionaires that go out and buy sports teams because income, like, all of the they end up being like, nepo, babies, who running those sports teams into the ground. Like, you know, the Dolan is and whatever. Like, you know, But the fact is those billionaires, this seems to be like two types of like billionaires. The ones who just want toys like sports teams and the ones who think everyone should listen to them like musk and Ellison and and there seems to be no one between. Right? Like there's not the one who buys a nice house has maybe a second house but they lived mostly in the first house and they just drink tea in the afternoon. Yeah. I guess what under that category, you know, only Buffet. I don't know where he lives. I kind of imagined he lives like an old ranch house on the end of a cul-de-sac, that needs a new coat of paint. And you know I think apart literally what it is is he lives in his Original House in Omaha. I think he's. Yeah and so but you know this is another one I'll bring my kids into you know, it's like hey guys, Netflix is buying HBO. and we subscribe to both, and I was like, so that might mean that they give us some kind of a package deal. And one of my kids goes, oh, so that means we can then use that money to subscribe to another streaming service and like, yeah, no man, I mean, we save money, okay? But I'm like, all right, he's he's clearly going to Business School. Brilliant. That's a brilliant angle. Actually, I don't wear me down and we'll probably, hopefully, we won't get Paramount. Maybe we'll get peacock. You get all right. We, yeah. No. We already have Disney. We have Apple TV. Oh, yes. For free. Right now we have Hulu. We have ESPN. You know, I don't know. Six years ago. Damian and I were making jokes about six or seven. Six seven. Yeah, stop killing the. We were making jokes that. Yeah. All the streaming Wars end up at cable. It's just fucking cable all that. That's one thing that can I just get someone's gonna say, like, You know what if I could just subscribe to something like let's just call it. Comcast and channels and it would have everything. And I could pick what I wanted with all the other channels and I just pay one bill. Wouldn't that be better? And it's like son. When I was growing up and my day. He's we that's what we had, that's not a new thing. Okay. So things have come full circle. Bell bottoms will come back in the style, you know, that kind of thing. So I'm wearing a fucking flannel shirt right now. Wake me up on grunge hits again. I did. That was the happy period. Yeah man bring back you know Kurt Cobain still missed the guy. Yeah my kid. What my middle kid discovered Nirvana and listened to it Non-Stop and I was like I've done something right? I've done one thing. I love being like 10 year olds wearing Nirvana shirts, I'm just like that is awesome that went to finally I went to a green. I've been to a couple Green Day, concerts two or three And I saw kids there that were like, yeah, 10 years old and then old guys like me. I was like, this generation, their kids, who care about Green Day? That is freaking awesome. Finally, yes, there's hope. All right. Last one before we get you out of here under the hour, here's the headline and it's short because I'm not gonna give you a lot of options here. The headline is snap, a points are low CEO, Matthew, McRae, the board of directors, I love all these because Because I want to know who chooses these people prior to his current role of CEO of our little Technologies. McRae was a senior vice president of strategy at Netgear, which isn't exactly like the place I think of going. Didn't they used to make like crappy routers and stuff like oh before that he was the chief technology offer officer at Vizio, you know, those like cheap crappy TVs. Oh yeah. Yeah. The TVs that they started selling at Walmart for like nothing. Yeah, yeah. That's pretty successful. You know they've done? Well, well who do you play here? That gear, are they still selling modems? You know, it's mesh Wireless. Ah, yes. So who do you blame? Do we blame Evan Spiegel? Because he owns 53.1% of the voting power at snap, and there's no point blaming anybody else, but you could blame Robert Murphy holds 46.4% of the voting power, because imagine if he didn't like, Matt McRae and like to do he and Evans, people have to have a thumb. Ward is Evan. Just say like I have slightly more voting power so we can. So what you're saying that this is snap is doing kind of a bad deal to buy Arlo, which I've never heard of, because they have crappy technology. Oh, I'm saying there Evan Spiegel can just pick who he wants on the board of directors, buy what he? I mean it they don't even, they shouldn't even have a ward at this point. I mean, they would, okay. Those two guys, they want public and literally in the perspectives. It said. You know, these two guys control everything because you have no vote that the only ones who have a vote. And so just to let you know, this is what you're buying. You know and and people well maybe you blame the investors because they let him they oversubscribed on this IPO. While all of the, you know, governance nerds like us were up and Outreach, how could you not give them a vote, you know, blah blah. And I was like, because people don't care, but I don't care about. So they just want to make money in the IPO, that's all investors. There might third, like, get the stock exchange to ban them, you know, I'm just like No. That's what people want. That's actually not allowed. Snap is not allowed to be on an index because it has no voting shares, but investors so critical that meta is on every index and is part of The Magnificent Seven. It's dragging the world, it's and you still can't vote. You have index the, the Voting Rights index like you know, it fine, kick them off of that but if it's the S&P 500 and they're not lies in the top 500, then they get on right now but I don't know the rules. That's where investors get nuts, right? Like they say like we have no voting rights. Yes snap. But we have voting rights at met up. We just don't own the Voting Rights Mark Zuckerberg. Yeah, they just don't mean anything. That's all. So it's what alphabet? I mean, come on. Yes, they're worse. Or do you blame this? And this is a quote from, from a headline worst, CEOs of the Year, Evan Spiegel of snap? Do we just laying Evan speakable? Again just we just blame him twice because it's, yeah. I mean for being a crappy CEO and a bad owner, right? So you get plain toys. You want to be chairman and CEO, you get blamed double. How about I like it? All right, well, and with Evan Spiegel, gets double blame Doug any last words before we get out of here. Thank you for filling in for Damian. It's nice to it's far nicer to have your face than it is to see any time anytime. And I work for free people will call you up if you like, yeah, let's see. I well, Thank you for having me. Yeah, thank you for the opportunity. The opportunity to talk for people. You can corporate speak. Now you know someone asked you like a ridiculous question like well thank you for the question. I we really value feedback from our shareholders know we don't otherwise we wouldn't be tossing their shareholder proposals and but yes I I appreciate the opportunity to work with you. I love it and actually no joke. I am going to Costco right now because we have a freaking male in our in our tire go, do it. Go to the greatest, the current greatest Corporation of all time. Get your tire taking care of that, go check out soundboard. Governance if you need actual governance work done in 2025, Doug is the dude to call, I am at Scotty around so which means I'm going bankrupt. This year, yeah. Come back on Friday for our Friday show. Damien will be back until then, goodbye.