Transcript
Welcome to shareholder Primacy from free float media. A podcast about activist investing Securities Law, and all the ways, the financial and legal worlds, intersect and Collide in real life. Usually, I'm here with an Lipton law professor at Tulane in New Orleans, she teaches in research and securities and business law, but and is a way this week. Sadly, but not so sad for us. She's preparing for an upcoming move. That will explain somewhat soon instead. And I invited Brian Highsmith of Harvard Law School to join us to talk about some interesting and important research on what amounts to have. Another very diverse aspect of corporate governance. Related of all, two of all things company towns, instead of company Boards of directors. I suppose, hey Brian, Hey, it's great to be here. Yeah, thank you very much. So, coming to us from Boston, I suppose their Cambridge, right? That's right. That's exactly right, cool. We asked Brian to talk about his research paper. He wrote that will be published soon. I think Stanford law review. I see that, right? Yeah. And I think it's out like this week so very soon. Excellent, on company towns. Kind of how they evolved, kind of what the original ones looked like decades and maybe even centuries ago and what they look like today. And we also then will sort of jump off that and cover some of the connections of that research in the idea of company towns to corporate governance today. And there's a link to kind of how Democracy works or maybe not in this kind of interesting overlooked aspect of corporate life. Before we get there, I just need to say a word that we need to promote our mailbag. Our mailbox shareholder Primacy, one word at freefloat LLC. We're eager to hear our followers and our listeners comments and questions and so forth. And once we get enough of these, we will have a mailbag show probably when an are both busy. Anyway, Brian, let's start by explaining that research paper that caught our attention. It's titled is governing the company town. Um, let's talk about that. What we're let's start with some of the main findings, what were some of the the principal takeaways that you you had from this research? Yeah, so the paper is partly historical and partly conceptual, and there's a little bit of Doctrine, mostly local government law. So that yeah. Which is what I, that's sort of my Approach. I'll just note and so we can we can talk about kind of the importance of territory and whether any of this generalizes or how it generalizes beyond that. But that's kind of how also how I came to this project. But let's start with the conceptual. So I argue in this paper that jurisdictional fragmentation and difference to private governance. I'll talk about what that means, have facilitated, the continuation today of the company Town through new institutional forms and the historical part of the paper kind of documents. This what I described as a transformation in the governance of corporate fiefdoms during the first half of the 20th century, and it's a shift away from the Of property ownership and adhesion contracts to displace Public Law and governed through company policy within fully owned, domains to what we now, see represented, for example, by the Starbase incorporation and Texas as the effectively, the common Deering of the municipal form. And I also on the conceptual part, I kind of reframe or attempt to reframe how we think about the company town. So I suggest that the right way to think about it or at least one way to think about it is as a democratic phenomenon. And for that, I draw a little bit on some democratic theory and including from James Madison, and his fear, his fear of like, unchecked rule by faction. Right, so the History part of it, I know. A little bit of because I've visited and grew up. Not far from Pullman, oh, no way. So I my formative years were on the far, south side of the city not far from that probably, I would guess one of the more iconic company towns. Absolutely, and it's really my central. Really my central case study went to the archives in out in Pullman and in Chicago. So you were here, I was there. I was there. Yeah, the South Side in Pullman. Oh wow, yeah, most of the shot. Most of the archives were in Chicago but I but I did go down and sort of walk around and kind of get the archive in in the neighborhood of poem and like at the Historical Center there, is it some Library somewhere? There's there's multiple archives. There's the company archive, like the company records that are in Chicago. Then there's the archives that relate to sort of the town of Pullman's history up to present, and a lot of those are at the national park site there in Pullman Illinois. But then I was actually, mostly looking at old newspaper records, which are in the Chicago, Public Library. Oh wow. So you spend some decent time here. I did. Yeah. Oh wow, interesting. All right, so that was but at the time I mean Pullman basically, it was, it was a town in the sense that Pullman kind of owned, all of it. Right. But I wasn't a town in the sense that it was less of a town in the sense that it was a like, a political subdivision of something. Right? Decidedly was not. Yeah, right. All right. So all right. So you so you had the historical and then the kind of doctrinal or theoretical part of it, that sort of formed the basis for that. All right, I keep going, keep talking. So one of the things that I found in in those archives and and through some, you know, secondary sources and the like which was surprising to me and maybe surprising to others, it gets to exactly what we were just talking about. So the it turns out that well actually, I'll back up even further. Kind of when I started this project I'm someone who's studies, primarily local, government law. So my initial research question so to speak was I wanted to go to these old company towns and I wanted to look at their, you know, like their Municipal Charter or the minutes of their Old City Council meetings. And I kind of wanted to see, like, could you did, was this something that you could figure out? Was there something like from an outsider? Like, how did they talk about the company? What was going on here? So that was sort of how I initially started. That was my initial goal. It was it was an interesting, like local government, it's exactly that how did local government kind of manifest itself in Pullman and some of the mining communities and that kind of that is precisely and and that was also sort of the research Gap that I was trying to fill. So there are, of course, a lot of Labor histories of company towns and I was asking a slightly different question which was well, how are these places governed? And so, so I went in kind of expecting or hoping to review these governing documents. But what I found was that the company towns of the late 19th and early 20th century, what we think of, as, you know, the kind of classic company towns, whether that's Pullman or the old mining towns. They weren't Towns at all. So, almost without exception, they operate without a municipal Charter, we call them towns in the sort of colloquial sense, because they did feature, all of the Hallmarks of a residential Community, obviously, A housing but also schools places of worship in addition to the to the workplace itself but it was not a legal designation like in the eyes of the law, they were not jurisdictions at all. There was no mayor. There were no Municipal elections, in fact, and this is pretty important to my story. These communities were characterized by almost a complete absence of any sort of Representative policy-making bodies, it was just the company policy that really operates as the governing Authority within the, within the territorial domain. It was a way for we'll use Pullman as our example, is away from an account in his business. Outside of the outside of kind of any really much law what yet. Well and but then I think, you know, and this is sort of one of the kind of theoretical it, raises the question of what, what do we mean by law? Like because I think, you know, there was no these places that I'm studying, we're not governance in the formal legal sense, but they were governed. It's just that they were governed through private law, through the employment relationship, and through property rights, that special the right to exclude. And so, basically, if you violated the law and by law, I mean company policy. You were fired, and you were evicted. And that turns out to really be an effective way to govern a community at least at the company at that company. But also a residential Community, a place where people lived and had and had, you know, their entire lives were spent in these fully owned domains. Okay. Oh interesting. All right. So so And there were dozens or hundreds of these. I mean, I don't know how many yeah really really kind of were able to dig into the way you dug into Pullman, but there's probably a lot that you'd probably started to look at that. There are, and I mentioned the history, I'll also just briefly note for context the sort of conceptual part. So I should know that I have a slightly different. I end up with a slightly different definition of the company town. Then many historians which I note in this context because there's the question of well, how common was this institutional arrangement Another thing that was surprising is even historians do not have a really good or precise definition of the company tap. So they tend to Define it by particularly in reference, to particular aspects of the employment relationship. So company owned housing, especially, but also things like payment and script, but it turns out that there's a lot of variation among what everybody kind of agrees were company towns along any across any of those particular characteristics that people have used to define it and so it ends up being sort of an eye test, it's kind of like, yeah, that I know they didn't pay in script but like, come on. Pullman was a company town or I know. Pullman, you know, workers Community. See, it kind of thing. You know, when you see it. And so I think a different way of thinking about it, which is more of a democratic definition and it's this, it's in my in the paper I sort of argue for a different way of thinking about it, which is the absence of democratic friction between the company's governing interest and the law, whether public law in the formal legal sense, or private law, that ends up governing the territory. So that kind of what I'm looking for. I would expect all. So, an interesting feature of these, at least in the early days, was that what we know today is kind of local Governments or Municipal law was probably pretty rudimentary. At that point, it was very different and that actually is one of the things that I end up talking about one of the big ways that it's different is the ability. So, there's no defensive incorporation. And so so Pullman Pullman itself does not is not a local government. It opted exists within Hyde Park and then Hyde Park is annexed by Chicago at the time when it during this sort of 20 year period when Pullman before, you know before the before the strike it continues to exist after that. But but it's really kind of troubled and so the like a big portion of Pullman's early years George Pullman is actively fighting Chicago's annexation attempts and he ends up losing because at the time, one of the ways that local government is law is different, is that it was very easy, relative to today, for Central cities like Chicago to an Outline suburbs. That's no longer true. They would never happen. I would never happen. That would never happen. Exactly. Right now, there's actually enough for you remind me. There's an effort now for like Indiana to try to Annex some counties in Illinois. And no way. Yeah, really. There's there's some downside counties that share more of a political Affinity with downstate with Indiana. Then they do the city of Chicago. There's always been the success success. Yes, movement in some parts of downstate, Illinois because of the big bad City of Chicago. Yeah. And it's, it's impossible to kind of things that would need to happen for that is just not going to happen. So, it sounds like, even 100 years ago It was it was it was getting a little trickier. So but anyway, Chicago pulled it off and now they Hyde Park, which is exactly right. Spent some of my formative years and that, and that kind of was not the end, but close to the end of the story of about Pullman as a town, he feared that it would be the end. And and and it did make it more difficult for him to sort of have his way on local political processes. But because before the annexation, even though it was, there was a difference between Hyde Park was bigger than just Pullman. But it was essentially governed largely by Pullman. So, you know, the governing board of Hyde Park was, mostly Pullman company Representatives. Many of you actually worked for Pullman, but also others were kind of tacitly approved by Pullman. So big difference when he's now Governor subject to Chicago's. Governing Authority rather than Hyde Park. All right, now I think the story kind of evolved based on my reading of the research. to the point where company towns. are now much more kind of town oriented and it's much more, the case that companies are much more interested in the municipal government and rather than trying to Thwart. It, they're basically just trying to co-opt. It is exactly right. That would be a proper interpretation of the trajectory of the history. At least there's historical part of it. Absolutely. That's sort of the critical move that I identify in the paper, is this shift and in many ways, it's, it's almost the opposite strategy. So, if the old company town was you get your way by kind of forcing your workers to live in the place where you have near total governing Authority. In the new version It's actively pushing workers out incorporating. So attaining, the public forum, but then making sure that they can't challenge your governing Authority, by excluding them from the residents, residency of that, territorial domain, and Disney here. So the two kind of central cases, for the old version. I look at Pullman for the new one. I look at Disney but SpaceX is an Innovative SpaceX or the two. That's right, that's right. Okay, let's try. I mean, if you like to talk about each of those little bit about what we what we've seen her sure, go ahead. So, um, so the second big case study is, is Disney and specifically Disney special district near Orlando. And so I'll just kind of give a little bit of context for how that emerges. So, this is in the 1960s, Walt Disney had successfully established Disneyland and Anaheim California, and he was looking to expand. And so he oversees this national competition. Between states, it's actually very similar to kind of what Jeff Bezos does with introducer second headquarters for him, is exactly. And and so it's called it's like this sort of national competition to land. What is called at the time that Disneyland at the East. So I guess, you know, not entirely National but sort of this Easter like throughout the early part of the 60s I'm guessing. Exactly. Yeah. And so and, and then as he is in negotiations with state and local officials, He actually is very clear. He says, if you want our investment, if you want this big Park, then you need to give us our own government. That's a pretty that's made Express in these negotiations and saying, I want to accompany town. He said I just need control over the municipal Machinery eggs, and the way that he, the way that he wants this control or to guarantee this control is he wants the municipal form, or it ends up being a special district, but that authorities of a town. But so, so Florida ends up doing exactly this in a special Act of the state legislature in 1967. And so they delegate to Disney through the kind of shell form of the special purpose. District the ability to provide its own public services at while also, shifting all of the various costs of its Amusement Empire onto the public Fist and kind of bears in this surrounding exactly. Exactly. And and and, and National taxpayers, too. Because so one of the things that they're able to do, for example is to issue debt as as Municipal at the tax of preferred rate, you know. So there are a number of things that they get through this structure. But you know, that you would think that this is a challenge for or it's it's a, it's a puzzle for how this kind of Democratic or governing Arrangement could be so effective. Without, if one of the things that is required is elections, that's one of the things you have to have. If you're a local government is our constitution like a basic feature basic feature of, kind of many. Yes. And and I will know It is the reason that Pullman did not want a government. So, actually didn't want to workers who all live there. Exactly voting on stuff in a free and fair election. Exactly. So he, and, and this is not speculation. He's actually asked during the early stages of founding the town or reporter, says, like are you gonna form a government? And he says, no, the quote, something like as long as one Association owns all of the Town. There's no need for troubling. The question of governing Authority. Something like that. So so Disney On the other hand, created this local. I mean took over. It was a special just what took over this locally? No recreated. Right. But none of that, none of his people live there or maybe I mean you know 100, I don't know what the number is, but some number where, where the vote would anything that gets voted on, would Disney would win. It's exactly. Right. So, so Disney owns it sounds a lot, like corporate Board elections. But yeah, right. Yeah, I'd love to so Disney owns all of the land and like, 98% of the land, I think in, and it's special district, and under our system to vote in local elections. You need to live in the territory section, right? And the jurisdiction. And so, okay, so who lives there, only people who Disney hand selects, so Disney owns all of the land and in order to vote and also in order to run to serve on Disney's on, it's called Reedy Creek. On Reed Creeks, governing board. In the charter, it requires ownership of land within District. Disney owns all left. So what do they do? They manage the access by temporarily deeding? These five acre plots of land to the approved candidates, the people that they want to serve on the governing board that is then returned to Disney at the conclusion of their service. And so it operates kind of in as a legal matter. It operates like a city, but everybody who lives there is essentially Disney management or an other Ally. Who's always going to vote Disney's interest? And so these elections, even though they happen, they're not a threat to Disney's governing interests so Disney can started almost hand pick his voters. Not even almost, that's exactly doing it. Yeah. All right. There's at least one other example, we can talk about which I know is of a company that's I have not an investor in SpaceX because no one is, but SpaceX also did this down in Texas. Why don't we talk about that in a minute? Yeah. After we take a quick break and then we can do that and then maybe talk about some other things about Brian too. So we will return to shareholder Primacy just in a moment. Thanks. Shareholder Primacy is brought to you by free flow analytics.com. The only free database of corporate directors, their influence and their performance. If you own a 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, To shareholder Primacy. I'm Mike Levin. We've been talking with Brian Highsmith of Harvard Law. School about company towns. We already covered one kind of contemporary one in Disney. Let's talk about the other one. That's I keep thinking about it as Tesla but it's not as SpaceX. Is the one that just kind of constituted a company Town kind of out of nowhere, right? Yeah, that's right. That's right. And not entirely out of nowhere. They SpaceX. Similarly has kind of a competition among jurisdictions. Florida also is trying to get to land SpaceX launch site initially. Yeah, Texas wins out. And and so for years now Elon Musk has and Company officials, have kind of teased this idea or this plan to incorporate a new city. The city of Starbase Texas. And, and just earlier, I guess it's now last month, but in May, the effort was successful. So now the there was an incorporation vote, early, May the 218 residents of and everybody's of that land. Exactly. Just close to Brownsville Texas. Almost all of them who vote in the election are employees of SpaceX or you know, family members Etc. And they vote over to incorporate as an independent municipality in under Texas law. So that was successful. You can you can go visit space, what's it called? Space Starbase Texas. Probably is his own ZIP code. Yeah, I don't know. Yeah, and it's and it's got, you know, there's probably a little teeny Village Hall somewhere and it's got 218 voters. Residents right. Oliver voters. Probably some kids there but maybe not, I don't know. So, well, they did that. One of the things that they have is a or it's rumored that they have plans for, you know, a school, Montessori school and other. I mean, they have Grand Vision so we'll see what it there's there's what it looks like today, but there's also the kind of the plans that may or may not come together for the future. So it seems that like using referring back to Disney for a minute. Yeah, the Disney got to read, really create right reading Creek, sort of, is this kind of, I'm not saying negotiation but there was a series. Yeah, maybe a negotiation between, The Disney Corporation. Yep. And the state government of Florida, the county whatever where they kind of got to some place some structure. That made sense for Disney allowed it to do what it needed to do. You know, build out, its thousands of Acres of Park and so forth and take care of advantage of some tax benefits and so forth. It sounds like or maybe not. Maybe I'll make this as a question to what extent did the SpaceX company? Basically, just say this is what we want. Yeah, there's no negotiation. This is you take it or leave it. We need these many thousands of Acres. We need a launch site. We need some homes. We need them on the story. But this is this there's no negotiation going on here. Is that kind of right? Well, there's two different parts of that question. So one is the The legal process of attaining, the jurisdiction was different in the Starbase case compared to reading Creek. So recreate is created by a special Act of the Florida legislature. And Starbase is not Starbase is a, a self-organized incorporation vote of unincorporated, juristic or land that formerly was governed by the county and it's just done through ordinary Texas law for a smaller municipality. And so that's different, that's an important. It ends up not making a huge difference, but in kind of what is the end result, but it is important to note, but also, you know, the kind of terms of in the dynamic of the negotiation, I would say that they're not. So They're not in that respect. The differences are smaller. So I think, you know, we call the Florida where I used the word negotiation, but it was really like, Florida desperately. Wanted Disney wanted Disneyland? Yeah, it's a pretty much whatever. Walt Disney said, this is what it's going to take to get us there. Florida was pretty eager to give and a similar, I would say, a similar thing. Dynamic was true of Texas has not put up both Texas and local officials. There's not been a lot of resistance. In fact, the opposite, a lot of accommodation to attract and retain this investment. No setting aside. The idea that SpaceX, you know, has some pretty unique. Kind of, I'll say production or. Yeah, operational needs. You know, the reason they need this is because they're like launching saddle lights. Yeah. Right. From this, this piece of land, you know. Texas has been pretty aggressive in trying to attract companies. I wonder if there's a scenario here where there's others that may say, oh, I could probably create my own little, we're going to use the phrase company town because that's the the title of the research. Is Texas going to start doing more of this, or is this like so a generous that it's not going to happen again. so, this is the You know. One of the questions that I got when I presented this paper. When I talk about this paper, it's kind of like, well Disney SpaceX. These things are not very representative. These are like the outliers among outliers. Kind of. What do we get from stud from this study, at these places from these exceptions is sort of the idea. Yeah, I I appreciate that. I don't even necessarily disagree, but I do think two things, one. As long as you cut, if you relax, even a little bit, some of the things that make these examples unique. So, for example, if you relax any of these features that make these two examples unique, you start to get more and more places. Pretty? Yeah. So for example, there are a number of jurisdictions that take the form of what the urban historian Mike Davis, has described as the Phantom city, where it's not just one company. Eat that operates within a jurisdiction. But it a jurisdiction that kind of holds itself out as essentially, like a tax Haven. So the example that he gives is Vernon California and the City of Industry both in the greater LA area, they're Incorporated, nobody lives there, but a bunch of Corporations locate their facilities there on the promise of, you know, favorable governance or governance. That is favorable to their interests. Whether it's taxation or environmental regulation, Etc. And and those are also in certain ways outliers, but kind of, once you start including those types of examples, you really see a lot of local governments that start to look like this. And then the other is there have been a number of proposals To create other SpaceX or sorry, Start base type of jurisdiction. So for example, when Amazon was doing we talked earlier about the future search during the HQ search, a number of of jurisdiction's that lost. The bid had offered Amazon, their own its own town and this. And so my, my kind of my suspicion this is speculation but my suspicion is that Even if Reedy Creek and Starbase stand out today, as outliers among the broad Universe of local governments, I don't think there are, there is a good reason to believe that the outer limits of this strategy have been realized. Specifically, because the law does not really ever provide an obstacle to this strategy. And so I suspect that we should that we will see these forms of effective succession from local governance for as long as that strategy remains effective for, you know, evading Democratic regulation at the local level or or shared obligations, like redistributive Taxation, and then on the flip side, accessing the public, the powers of the public, you know, that the building roads or something. Exactly. So I speculation will see kind of where where things go from here, but I would be surprised if Starbase ends up being the last of its kind of look Tesla. and Starbase and and SpaceX I think too relocated from Delaware to Texas changes domicile and I have talked about this a bunch There's only the start of the discussion, there are a lot of other kind of similar companies. Not as you know, exactly the same as as Tesla in terms of his ownership structure and so forth that have started to try to follow. And again, there may be other companies, whose kind of operational needs again, aren't quite the same as SpaceX or even Disney, okay? But nonetheless, they may find it convenient to, you know, maybe something some Enterprise in jurisdictional set up kind of like an some version of a mega Industrial Park. Absolutely certain and start and start inviting you know, selected companies if you decide to employ this much or whatever, we're going to have you here. And you can sort of control our government here together. Sort of like maybe there's like a condo association kind of concept. Yeah, help run it. Well, Nevada, tries to do that. I talk in the paper. And if there was a proposal in Nevada to have these kind of these, these special zones for I forget how they Define it, but it was, it was basically, you know, crypto and and kind of innovative technology Investments. I forget something like that. And would have sort of, for any for any company that met. These are the requirements of this proposal would see to them, the ability to create their own towns. Their own courts, their own. All of the things that we think of as being core to the public forum and then I'll just real quickly and maybe inclusion but I do think that this raises some difficult questions about democracy one. Yeah, two about kind of the public private divide and And so I think like there, you know, both, even if we are sort of in a world where these are kind of outliers, I do think they raise really interesting questions, that kind of scramble some common intuitions for us about, for example, majoritarianism or the, you know what, what we mean when we talk about privatization and like this school in Starbase, they will operate. If let's say it operates as a public school, quote unquote Public School, What is the effect of difference between you know, a public school that is available only to the residents of Starbase Texas. All of whom are renting from let's say or if it's Disney that it's true renting from Starbase. So kind of approved by hand picked and a private school, that's operated by the company that I I'm not convinced that there's a real difference, but we would categorize one as sort of a private school and one is a public school and we might talk about the different and just the Texas, just the Texas Board of Ed which is very vocal. You know what what what influence would it have over it the way it does has influence over other schools. Interesting. Well there's there's a really kind of fun parallel here. That's worth talking about for a minute, because at least a couple times and I are others. If talked about some of these connections between again, we focused a lot of corporate governance. Of course, they're interested in the relationship between You know, shareholders in their companies and management and so forth. But at least one other time, we had a really fun discussion about the parallels between corporate and Civic. Governance, there's a professor named Sarah Hahn. Oh yeah. Washington and Lee who has done a huge amount of really interesting work trying to compare. You know, because we talk about corporate democracy. Yeah, okay. And sort of what do we mean by that? And how do you know when people vote in corporate elections? What are the implications there and what are the parallels and similarities and differences, this seems to me to be another flavor of that kind of inquiry about where, you know, companies Are being set up to be, you know, very much, you know, follow some of the same principles that we apply to in this case, local governments and Sarah's case state or or those kind of Elections. So it seems to me that the two are kind of a piece. In a sense it's just your taking a look at the history as well and kind of how that informs how we understand. A SpaceX Disney and maybe some others that have set of started to evolve. Does that seem kind of right? so, because well, let me Let me just sort of I said earlier this scrambles some of our thinking about democracy, I'll give you an example of what I mean. So so in Starbase the incorporation vote was overwhelming. It was something like 212 to 6. So six people voted again. Yeah, I want to know you but in so in Starbase or in Disney's Retreat, all of the kind of tests. So to speak that political theorists, and also Public Law would have for measuring or assessing Democratic Health. All of them are not only met, but they're kind of like maxed out. So think about it. So boating and Reedy, Creek and Disney special district. It's characterized by extremely high. In fact, all those perfect rates of political participation, everybody who lives there for me, The voters are happy there. So happy there everybody votes. They know exactly what they're voting on? There's no uninformed voter here. So, high information voters. Hi, I'm extremely high information. Voters within the district. All of the votes are counted. Equally one person. One vote is not violated. And then and Then perfect match between the preferences that are registered through the electoral process and the outcomes of the governing process. So, all of the things that we would rate, this is great, right? So this is how democracy should work. This is democracy in action. And so I, but at the same time, I think we all would recognize that there's something weird God really. And I, I think we can do even better than just say, hey, this is weird. I, in fact, think that we can say this is, this is, there's a, there's a democratic problem here, but it's not one that registers in the kind of majoritarianism framework of again, all any of these previous tests my argument is that the problem is not defects to the Democratic process that happens within the jurisdiction. Which has been the primary focus of public law and sort of intellectual debate. But rather it's the boundaries themselves, the sort of the state of hyper fragmentation and the absence of competing interests within the territory. That is the Democratic problem and it's the consequences of the decision-making that happens within the territory on Outsiders on the residents, for example, of Orlando, Public Schools who are attending, you know, schools that are underfunded because Disney governance itself and has succeeded from their Democratic obligation. Like, taxation those parties are harmed by Disney special district, but their interests are not represented in the electoral process that happens inside. They're kind of they're kind of Silence in this whole thing. Yeah, exactly. It's almost like a similar to the logic of an externality or something, you know. Wow. Well this is this is so fun. I have to I have to ask this. Can't be the only research project you've been working on. There are other things you research. This is it. No no I'm getting no. So I yes, there was one of your other research interests. So this is coming out soon and the project that I'm working on now is looking at a similar in some ways, it kind of spins out of this one. It's not about company towns. It's about state constitutions but it is about corporate power. And it's looking at how the populist reform movements during the Gilded Age and Progressive Era. So the Heyday of the historic company town. How they thought about state constitutions and how they sought to use the state constitutional conventions that were happening. At that time, especially in the west to really challenge what they thought of as oligarchy. And and so, for example, a number of Labor reformists put into the state constitutions protections like the eight-hour, workday are very first antitrust Protections in the country. State constitutions, we're in the Texas state constitution and appear in a couple others. Well before, you know, decades actually about 20 years before the Sherman Antitrust Act and so trying to look at that history and what we can learn from it, both in how we think about state constitutions and also kind of like, what, what, you know those today who are interested in challenging, the Democratic harms of oligarchy could learn from these past movements. So there's actually interesting parallel There too because there are three states constitutions lately. Delaware. Of course, then Texas and Nevada that are getting lots of scrutiny for how they help corporations and and they're competing, they're using constitutional means or not constitutions. Pardon me, State Statute extensions of constitutions to to try to attract companies. Wow, yeah, interesting. That's so that's the next project. Wonderful. So and you're you're still at Harvard for a while, right? Actually, I just wrapped up the job market and I will be starting at UCLA. I'm a fellow at Harvard Law School and I will be starting as assistant professor at UCLA in the fall in the fall. Oh, really, right away. Yeah. Oh, man. So moving from Boston to La exactly. All right. This is cool. This is so great. There's a lot to kind of think about here and look forward to kind of staying in touch. Yeah, sure you should. You should consider, you know, looking at some of the corporate security stuff when you get out of La. I think there's some interesting parallels here. I'd love to all right. Well, terrific talking to you, again, I need to mention that people should be sending their questions to shareholder Primacy. One word at free float, dead, LLC. And I want to hear from you about what you think and we can on that note, we can kind of wrap up and say this is your holder Primacy hosted. Normally Buy in Lipton and me, Mike Levin. I'm an independent activist investor and advisor to investors about their activ. Situations. We've been talking with Brian Highsmith who was a lecturer and academic fellow in law and political economy at Harvard Law School and imminently going to become an assistant. Professor at UCLA UCLA law. You can find me Mike at the activist investor.com. If you're curious, you can find Brian at Brian Highsmith. One word.com. Our podcast is produced in distributed by free float media. Thanks for listening. We'll talk again soon.