TSLA projections

Welcome to shareholder Primacy from freefloat media, podcast about activist investing Securities Law and all the way is the financial and legal world's intersect and Collide in real life. And lived in. And I are here today. As always, or as usual and law, professor tuleen in New Orleans who teaches and researches Securities and business laws. She holds up the legal end of our pod. And that's Mike Levin in activist investor who lives in Works in Chicago. He covers the financial side of our podcast. before we get into our subject today, we wanted to know that we now have an email address for our little show here, which is and Shareholder Primacy. One word. No punctuation at freefloat. One word. No punctuation, dot LLC. Again, that's shareholder. Primacy at free flowed, dot LLC. At so. So we're thinking that if you guys want to email us any questions you have or things that you would like us to talk about, on the Pod will sort of, you know, collect these. And when we have a critical mass, we'll start answering questions or talking about requested topics at a future podcast. So, yeah, that's a, that's a good point. In addition to questions about stuff we've already covered or to kind of argue with us about stuff. We've talked about if there's suggestions for subjects that you'd like to hear about. We are, we would love to know that because we just kind of come up with stuff that we think you'd like to know But we much rather talk about stuff that you really like to know. So anyway so yes, so shareholder. Primacy at freefloat, LLC. You can email us there and we will go from their excellent. All right, so the subject today is apologies to everybody, but we're recognized, you know, it's you could, you could teach a whole probably semester and people have there are professors who have done the law of Elon Musk or the unloved, Elon Musk? I yeah. Right, I'm wondering whether you could do, like, fill up a whole semester of like four classes. Of you probably not just a single class, but just don't they do it. It's literally, it's a class you can enroll in, and it's the whole semester is just Eli. I am not that person, but yes, so well. Anyway, so while there's so many things corporate governance, innovators, what Elon Musk, right innovator, good, I'm sure sure. Delaware loves that. Um, and today today is episode about, you know, on most in the law pertains to His forecasts and his predictions Elan is out there a lot. Making guesses, possibly or forecasts or predictions about how in particular the test Tesla business is going to do what stuff it's going to launch. You know what its financials are going to look like all sorts of fun stuff like that. So, I and so, a musk makes all these outlandish, projections are predictions for Tesla's future and that's what we'd like to talk about. Not necessarily the quality of the projections, so that's worth noting. But there's all sorts of legal issues that surround these projections and and that's very much the quality, right? So we would like to integrate that to so to speak. Let's talk about these wild forecast then so you know there was just, for example, the most recent Rings call just last week. He projected or estimated there would be a million 1 million with, you know, one in six zeros. Robotaxis, you know, this new product which is, you know, it could be some version of a car, but I know it's, it's something new on the on us roads. By the end of next year, which would be 2026, is I think 2026 is next year, right? I think, yes. I think that's how that works, right? He also said there will be production of 1 million one, with six zeros, Optimus Prime robots. That's not a car. If, you know people who don't, you know, maybe if you're casual followers of Tesla, you may not quite understand. But, you know, there's, there's a whole robotics project. Where there's this kind of humanoid. Thing that they've been in development for a long time and he estimates or projects or forecast, there will be 1 million of those in production per year in four to five years. So in approximately 2029 or say 2030, there will be that much production. So there's two examples of these. These kind of forecasts which she like, you know, put in in public you talked about on a call and he said that he'll be able to deliver cars from the factory to the customer by having them autonomously Drive. I missed what? Yeah, so like, you know, I think I think the example was if you're in California and there's a factory in Boston, I think that was the family that like, but he crossed the country. The idea being that you order your car and it drives itself across the country to you and this would also be available by the end of this year. Oh by the end of 2025. So that's in like Six months, seven months. Yeah, wow. As a Tesla shareholder that Thrills me the idea that there would be that many robotaxis and the idea that they could eliminate so much transaction cost in delivering cars and even the idea that they would expand beyond their, you know, this kind of routine car business to robotics in five years. That's that's amazing. Wow, if it were true it would certainly be amazing. Oh my God, I can't imagine the trillions of dollars that would be crazy. But but you know, like, I mean he's been making the same projection, right? That's the problem is that he's credibility, is a little shot here, just one year away since 2016. Right? Full self-driving is going to be, you know, perfectly safe on the road. Next year has been since at least, I think 2019. So these protections, they don't come true. And if they do come true, it's much. Theater than promised and more expensive like the cybertruck. He did eventually make that, but it was later than on the timeline and it wasn't bulletproof, and it can't double as a boat, right? So there's actually A site that like keeps track of like, Elon Musk projection. So I didn't know that today. Um, so Tesla obviously is a publicly traded company, right? Illegal to lie about things that affect the value of the stock of a publicly traded company. I mean, it's illegal to live out about things that affect the value of any company stock but when it's a public company it's easier to sue. So the question that I keep getting asked, is isn't Elon Musk violating the Securities laws with all these ridiculous projections? Can be and can he can shareholder like me? Yes, Sue him. Yeah. And so is there some action that I could take in a court that would try to hold him accountable for all these missed promises and forecasts? that is pretty much no no he may very well be violating the Securities laws but he's largely I mean, private lawsuits. So on our last show we talked about the private Securities litigation Reform Act, our show talking about Target pslra. Yeah the pslra. It was passed in 1995 at that time. Congress was very concerned that a lot of private Securities. Litigation was frivolous shareholders, would sue companies for any kind of bad news and then they'd win these nuisance settlements. Now, right leaving aside whether or not Congress was accurate in having that perception that was the perception, and they passed this law to make it harder to bring Security's fraud lawsuits and one of the signature provisions of the pslra is the Safe Harbor for forward-looking statements, which is exactly what it sounds. All that boiler played, I see at the end of every freaking filing. Exactly. When companies make any kind of projection of the future. There are largely though, not quite entirely insulated from private Securities fraud lawsuits. So, and the way this works is first. If a private Fester wants to base a claim on a projection of the future under this Safe Harbor. They have to show that the defendant acted with actual knowledge that the projection was false. Now let's be clear for most Securities fraud claims the plane of has to show that the defendant acted intentionally or recklessly. There are some kinds of claims that might even allow negligence. So by saying, actual knowledge is the standard for projections, the Safe Harbor, really raises the bar. It raises that sounds like a really high. Yeah, you have to show people's. I mean, not just state of mind but what they've not what they reasonably could have known. But what I actually, what new what what is whether they're not, the question is where they actually do this projection was going to mislead people and if the defendant is an entity like the company that means you have to show that the executive officer who approve the statement, acted like, actually I must, but that's not all because even if 100 like you know, you meet this Safe Harbor requirement and even if the defendant did act with actual knowledge, which is to say the defendant actually knew they were making a misleading, projection, they're still immune from a private lawsuit. If the projection was accompanied by cautionary language, meaning warnings of the factors that might make the projection, not come true, okay? So, you know how when companies give any kind of projection, it's usually accompanied, as you say, by these paragraphs of boilerplate, that just say, the statement is subject to all these risks and uncertainties. Well, those statements, if they identify the major risks, that the company faces will prevent a plaintiff from ever suing over even intentionally false projections, thought about that. Yeah, so even if it's intentionally false if you have this cautionary language warning of the major risk that could cause the projection and outcome. True. It is insulated under the Safe Harbor. So this is why the first circuit Actually, once called The Safe Harbor a licensed to frost, it really did because what a judge man. Yeah, panel. It was the first three judges to succeed. The plaintiff, has to show both at the statement was made with actual knowledge that it was misleading or that it was false. And that there was this absence of cautionary language Okay, most of the time these arguments they play out based solely on the complaint. So what happens is the plaintiff files, a complaint that alleges fraud they get the case started the I allege fraud and at this point the plaintiff has no access to Discovery they have no inside information. The complaint is based just on public reporting news reporting, maybe they get to talk to former employees that kind of thing. And the plaintiff alleges the defendant committed fraud and the defendant almost invariably will file a motion to dismiss. And if the plane of can't show that The Safe Harbor doesn't apply on the complaint alone with no Discovery. The case is dismissed and the plaintiff never gets access to additional documents. So most courts usually take one. Look at this thick paragraph of warnings and say cautionary language. Good just missed you. You're parked your boat and that Safe Harbor to. Yeah, exactly. Probably not the first one to use that metaphor now. But anyway this is why Elon Musk is maybe not completely safe when he makes outlandish projections, but he's pretty safe. So in fact The shareholders did bring a claim against him several years ago. Oh I didn't know that it was he projected the Tesla. This is a 2017 and he projected the Tesla would be able to manufacture 5,000 model 3, Cars per week by the end of 2017. And at the time, their production facilities were so unbuilt that they were actually still. They were just right and they just moved. I mean they you know, they they're you, I mean, they manufacturing, they manufacture China and so forth but there are original facility was that old Toyota? Yeah, facility in California. I think it was Fairmont. That was a Band-Aid and they bought it. And so, yeah, I think there was a time that's, that's when he was famously, like, sleeping under desk. They were trying to get these first models. Kind of like out the door. Yeah. Nonetheless, he projected 5,000 per week by the end of 2017. In um and in fact according to this complaint anyway, Engineers, tried to tell us they told him that is never going to happen. We are not at that stage and he fired them like when a Jerry party. Like so just for telling him that they wouldn't actually meet this projection nonetheless. Eventually Tesla had to admit, and they admitted it. No, we are not. In fact, going to be able to manufacture 5,000 cars, per week, by the end of 2017 and the stock price fell and plaintiff brought a lawsuit saying the projection was false. But guess what? It was dismissed. Why? Because he would took one look at all of this cautionary, language warning. Well, maybe we won't be able to meet our projections. And the case was dismissed, it was the, this is a case out of the 9th circuit. So, I mean, yeah, I had to say when I was in practice, I would bring these cases and I had one case where I strongly suspected. The defendants were intentionally phrasing. All of their statements has projections of the future, so thank you. Any any anything that any questions someone would ask? We'd always be like what, you know, exactly. So like in that case, it involved, manufacturing of a new drug and the company was talking a lot about this, new drug that it was manufacturing but somehow and every single conference call every statement about it was phrased. As a statement of the future, they managed to somehow never say anything in the present tense. Do, you know? Take some that takes some doing that's a lot of time that they were doing this, quite deliberately that they've been told by their lawyers. They were saved as long as they only spoken terms of the future and guess what? They were a case was Dismissed say that there's no way around the Safe Harbor. So, there are a couple of ways. I mean, first, what? There's got to be. I mean, I see lawsuits about this. So, like what is the, what are those involve? Well, first of all, in the statute itself, the Safe Harbor doesn't apply to all projections, it doesn't apply in the IPO context. So that's part of the reason why companies try not to make projections in their IPO documents because they don't get Safe, Harbor protection. And also if your IPO statements are false, if the statements are registration statement or false, there's either strict liability or negligence liability. So there's a lot of liability in the IPO context anyway, and you don't get Safe Harbor production. So usually companies try to err on the side of caution and they don't make projections in contact with say Proverbs. So, this is part of the reason why in contact with you. So this is part of the reason why it's backs were so popular. I mean, you remember, facts, going crazy during the covet lockdown. And that was partly obviously because there was a lot of speculation at the time, but all so it was kind of I mean, at the time and I was in a span, I mean it was kind of faddish. I mean, we'll talk about that a little while, but there were other reasons why, but one one reason and now I understand a little better. Why Specs and I kind of knew this but now that the statutory and legal context, makes a little more sense is that you can't you could make out and look if you're bringing us back to Market and a company to Market forget whether it's a spacer IPO. Yeah. You want to. I mean you're trying to Market this and I've been marketed to. Yeah, you know, you're trying to Market this shareholders with all these really Rosy optimistic. You know you're I mean, I'm investing in a person who's got a real real bold vision for the future and he's gonna use words around that. Yeah. And if you use in an IPO initial public offering, if I do, if he does that and doesn't, you know, do it, do it the right way. He's gonna get his ass off for missing and the likelihood of missing those Forks is pretty high. Most IPOs kind of don't do so well, so but but Doesn't apply. It didn't apply. Change the right. Okay. This facts were going crazy. Like basically, like this is a way to take your company public and be able to make these insane projections to Market it to investors like you with and still get Safe Harbor projection, but it was so abused. And it became really like the Wall Street Journal had this whole article in 2022 about every SPAC miss it gets projection on average like their revenue forecast came in 50% below where it had been right? So the SEC changed the rules. Now if it's a SPAC you don't get Safe Harbor projections, same as with an IPO but a couple years ago, that wasn't true. And that was why what part of the reason why companies were choosing SPAC public offering? So that's one limit. The other is that sometimes plaintiffs have been able to beat the Safe Harbor by alleging that the risk warnings warrant meaningful because they referred to hypothetical problems. When in fact, the problems had already materialized. So, like imagine the company projects that's going to sell 100,000 units. And then it has a risk warning and the warning is well we won't. Be able to meet our particularly. Well, right. If we, if we lose a major customer and they've already lost the major customer at the time of the projection. So courts will say okay, then those warnings are not meaningful and therefore you didn't meet the requirement because it wasn't actually hypothetical because it wasn't hypothetical, it was it was actually more factual. Is that? Actually the lawyers hypothetical hypothetical factual is that kind of the well, they say hypothetical versus a risk, that's materialized. So plaintiff. Sometimes managed to like beat the Safe Harbor protection by showing or you know alleging with sufficient, you know, once again this is all just on a complaint. It's just a complaint right factual Discovery, it doesn't get that. It usually doesn't get that far. But if they can allow sufficient facts to show that the risk warnings were not meaningful because the risks were presented as hypotheticals. When they'd actually already taken place, then some courts will allow you to say the Safe Harbor. You don't get Safe, Harbor protection, and therefore the case can proceed and some courts have given some guidance about what cautionary language has to do to me being meaningful. So they've said, for example, Good cautionary language to distinguish between different types of risks. So that the ones that are so that are an investor can tell which ones are are bigger risks or more likely? There's a materiality. Well, something like that. I mean, they I mean, like quartz like it. It's been really Vape. Of course, it suggested that like what it would take to be good, cautionary language, but most courts aren't really that careful about it. They see a big thick pack of cautionary language and they say that's good enough but but some Courts at least have suggested that to be meaningful. The risk should communicate which ones are more likely versus less likely and they should change as circumstances. Change. So courts have criticized companies. When like, you know, they put the same thick pack of risk warnings out quarter after quarter after quarter, that changing any of that changing anything, even as the risks start to roam larger and like the situation changes, they evolved or whatever, right? Yeah, exactly. So those are the basic ways that you can be the same forever. Wow. All right, there's some questions about like, what investors? Think about all this. We can probably Talk about, is it do you want to deal with that? Let's take a break then and kind of handle those in a minute here at shareholder Primacy. Shareholder Primacy is brought to you by free flow analytics.com. The only free database of corporate directors, their influence and their performance Fiona stock, are 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, welcome back to shareholder privacy. I'm Ann Lipton here with Michael Levin and we're talking about the pslra Safe Harbor. And I guess where we left off, was that sometimes planets can beat the Safe Harbor. They show the language what's insufficient or whatever, but most of the time, it's just, it's it's, it's so hard to do it in the safe harbor. That forget it. Usually plaintiffs don't even try. And in fact, most of the litigation isn't about whether the cautionary language is Meaningful or not. It's about whether the statement is forward looking, oh interesting, whether whether it's like, whether it's a projection of the future, because if it's not a projection of the future, it's not subject to the Safe Harbor and you have sort of the ordinary rules. Oh. So going back to our example, there's potentially something worth examining like is is musk's forecast of, you know, a million units of Robo taxis. You know, it's probably that's probably trivial for our purpose. But it is that in fact, a forward-looking statement. Exactly. So like in this can get really philosophical about. What do we mean by the Futures like, for example, if a company says, it's on track to meet goals is that a projection or is that is that just a statement of the present? Empirical fact today and the case law is actually mixed on that although in recent years they've trended towards calling that a projection. But but I mean, those are the kinds of fights you have and sometimes you can see chords really straining to take statements out of the Safe Harbor. If they think the plane is a compelling case because they don't like, I mean, you can see like some degree of motivated reasoning. So for example, there have been two cases, not one but two, we're Vista Equity Partners, the private Equity Firm, they bought out these public companies. And then in both cases, the companies were later accused of kind of intentionally low, balling. Their projected future performance as a way of making Vistas offer, look good. So that the shareholders approve it? Exactly. So there have been two cases like this and chords obviously we're I I think you know what, emanates from the opinions of the courts really didn't like the way that these companies were taken private and so they found ways to recast the claims so that they weren't really projection claims. So in one of them mind-body and we talked about the Delaware my body. I remember that. Yeah yeah we talked about it. The Delaware version from the fiduciary duty standpoint but there was also a federal version Which was a Security's case where the company lowball these earnings project. So the accusation was that at lowballed its earnings projections at knew, that it was understating, what its earnings would be and that made it stock price go down. So that made the buyout offer looked better. And what the Court held was that, okay? Well, they wouldn't let the plane a sue, over the projections, But the court said that the proxy statement was misleading, when it said that Vista, was offering a 68% premium to the stock price that statement was misleading, because it suggests that the stock price was accurate. And that, therefore, the 68%, in fact, it had been subjected like some settlement manipulation. Exactly. So, like it's just yesterday that the defendants Believe that the stock price was an appropriate measure of the company's worth, so the 68% premium was meaningful and because the plane of said appropriately alleged in fact, the defendants news that the price was too low of the stock, therefore the 68% premium statement was misleading. So the court allowed the case to proceed on the grounds that saying that there was a 68% premium was misleading. At K settled after that. So I mean but that just goes to show kind of straining to like Fine right to allow liability for what functionally was a misleading projection and more recently, the ninth circuit another Vista acquisition, the company had a this is a ninth circuit case where the company had a business model of acquiring other companies but when it gave its most recent set of projections, it left out any gains from Acquisitions and it didn't tell shareholders that its projections were being prepared differently than they'd been prepared. Oh, they changed the methodology and they didn't tell it and, of course, that made it to projections look weaker. So the company stock price was lower and then the knights are getting held at the projections themselves were subject to the safe harbor. But what wasn't subject to the safe harbor? Where the companies representations that the projections were prepared on a reasonable basis and reflected the best currently available estimates. So the shareholders couldn't Sue over the projections themselves but they could sue over the company's representation that they had been prepared appropriately. Right? So the A basis for preparing the projection that was that wasn't a projection, so that wasn't subject to the Safe Harbor and there have been a couple of cases like that where where the shareholders weren't allowed to sue based on the projections but they could sue based on the statement that our projections were prepared reasonably. So this Really goes to show I think chorus went but they don't do it all the time. They do it. When they think that they have a case that they just I think when they're very troubled by particular side. Yeah, but Behavior, this particularly agree. Just not in terms of making Reckless. Because Reckless that my word forecasts are protected basically Reckless work as a protected if you have these. So they find the statement that isn't a forecast and they allow the lawsuit because there's all sorts of other representations companies make in their two shareholders. That are that come before a forecast and those are all the different things that get litigated. And then the companies start to say, I don't know. That was, that was part of my forecast or something. That's exactly. So that's where the fights. So, that's so when you're having these Safe Harbor things, it's it's possible to beat the Safe. Harbor itself to say, like, essentially that it's not protected projection, but as much more likely, that the plaintiff will try to say that it's not a projection at all. And you know, courts will find ways if they like the case which isn't always rarely. They found to work with that. Yeah, interesting. So yeah. Like these. Are majority of the time. If it's a projection, you simply can't sue over it, right? My question to you is, how are investors like thinking about these projections? I mean, they're uncertain anyway, but they're all isn't really liability, which means, companies can say whatever they want. I mean, the facts giving, you know, being the I mean maybe there can be securement but you don't really see that. So so how to investors deal with this? Like investors, like me. Yeah, let me Distinguish investors like me from some other investors, you know I'm fairly. I'd like to think of myself as well. I'm activist but you know, I kind of focus on this stuff and I kind of think about it more quickly. Most investors don't You know, they understand that there's forecasts out there, but they don't understand any of the even real sophisticated portfolio. Managers aren't necessarily going to wonder, okay, is this subject to the safe harbor? So so I can sort of speak a little more from from my learned experience about this stuff. you know, we we think about, you know, listen to understand or hear these forecasts and then apply kind of two or three different kind of filters to it. Okay. The first is, you know, we're not really suing people over. Yeah. Exactly. Okay. Couldn't if you want to do, um, and in this case, what we're learning is, it would be really hard to sue over this one, but most most at least activists and a lot of, you know, shareholders, too. But certainly most active us aren't you know, prepared to start to litigate what their what they've heard, you know, there's there's there's been an uptick in litigation Uh, from activists over all sorts of interesting software events, loaders, bylaws, and over board structures and all sorts of fun stuff. Okay. Worth noting that's mostly at the state level. Okay. But anyway and so I'm actually working a couple different projects where we you know I'm working a project now with a friend of mine and you know, there's a there's a chance that the company we're working on is screwing around this capital structure and issuing some shares in ways that we don't like. So we start looking around for a lawyer in the in the state, it's a state. We haven't been in its not, I can't really say but it's not Nevada, Texas or don't trying to figure out how its Securities laws working. Anyway, there's been this uptick in litigation okay, and again we can spend a whole nother pod talking about, you know why that is, and how that works and who's doing better or worse. But there's very little thought to suing companies, you know, whether or not we could whether or not we understand about the Safe Harbor. We it's just not something that we're going to sue over much, but that gets just sort of another filter here, which is We kind of understand that these forecasts are, you know, there's kind of four. There's there's different kinds of forecasts. We look at okay you know some of the basic ones that we You know, kind of listen to a little more seriously or like quarterly forecasts, you know, guidance, it's it's called right where, you know, a company says, okay next quarter or this year, you know, this is how we estimate our earnings per share and you know, all companies are different about how they, you know what, what kind of statistics and metrics they forecast on and some don't, you know, Apple famously doesn't give any kind of forecast out, you know. Tesla does a little Amazon is a pretty rigorous forcast. So does Walmart anyway? But we and you know, for for guidance That's something that, you know, we know that the companies put a lot of thought into that, there's a lot of modeling, there's a lot of experience and that tends to be pretty reliable. In fact, that's so reliable. You know, a while ago, there was always accusations that the whole cells, the whole cell side analysts Community, you know, wasn't doing any work. They were just kind of pasting forecasts and maybe do a little bit of, you know, kind of waving their hands over it. So there's those kind of forecasts and then there's a forecast we started talking about like you know, elon's forecast. Yeah. Okay. So it's a question of just building up credibility. Yeah, again for getting the fact that he's you know fail and that also matters, you know, if a company has a history of meeting its kind of forecasts you know we kind of take that a little differently but but this kind of stuff you know that we're not in not I'm a Tesla shareholder but a lot of other tests are shareholders are in it. Not because they're relying on and are thinking of holding two Holding Tesla two, these forecasts of a million robot taxis by the end of 26. Okay, you know, that's part of the entertainment value. I don't think anybody believes, right? Exactly. But but you asked the question, you know how Why is that? And it has and you know the Safe Harbor is nice to kind of you know, or understanding is kind of helpful, but it's not going to change anybody's view of these forecasts. It's not going to really affect, you know, How investors, you know, allocate Capital because of it. Again, the forecast related to guidance and so forth are a lot, a lot more I guess credible because there's a lot more thought into it, you know, going back to you know Optimist Prime, you know, we know that there's a huge amount of technical investment that's going into that. But no one, no one really thinks that there's been any kind of Market forecasts about, you know, what's the demand going to be in five years for a robotic Butler in your home? I mean, just it's just, it's just no one, no one cares. So that's, you know, we get, we get bigger bigger, things to kind of analyze and worry about other than these these and again, it's not just Tesla, there's others, you know, that come out with some of these stuff, you know. But again, most of and, and most big bigger larger cap, companies are tend to be a little more careful than Tesla. And it's, it's, you know, it's hard to be careful with with Elon that we can, you know, this past week seemed to show that the maybe the boards getting a little spying here. But anyway, we'll talk about that a lot of smaller companies smaller caps that and that's where I do a little more my work, you know, they're not out there making these kind of wild forecasts and so forth there. They tend to be, you know, when kind of more Niche, kind of markets and so forth at a much easier to understand. Go ahead. So, it's more like you have a sense of like, which forecasts the company itself is taking seriously and those are the ones that you take seriously. That's so that's a great way to put it actually. So and so and we kind of take our take our lead from that. You know, there's you know, there's there's you know, I kind of knew about the IPO thing and then, you know, reminded me about the SPAC situation, you know, again we kind of with an IPO or you expect, you know, the new company like that. We're gonna have to roll some On what the company says about, you know, what's going to happen in the marketplace? Something like that? For those are new products, new markets, new niches, new, whatever. So we're gonna we're gonna have to, you know, there's not like this long history of the company credibly or not credibly, you know, making forecasts and meeting or beating them. So so in terms of like, you know, forecast around deals and so forth, we tend to be, you know, we'll be a little more skeptical but that's all, you know, the last comment I'll make here is that, you know, I, I'm I tend to be, you know, fairly critical of this stuff. So even, you know, some of the most credible companies, you know, larger caps and so forth when they when they come out with some sort of Even guidance we sort of say, you know, we we get it, you know, give that a little haircut or something like that. We're gonna we're gonna, we're gonna discount that a tiny bit because we just know that there's they're going to be a little more aggressive and investors are probably going to be a little more conservative about this stuff. So that that's, you know, some perspectives about how investors think about these forecasts that we've been discussing. I think getting back to the main point is that we're just you know, the people who litigate this stuff aren't going to be activists, you know, a lot of it has to do with, you know, a pissed off shareholder. That's not necessarily an activist, you know frequently, you know, in the shareholder derivative or class action world. There's so a law firm that kind of puts this together and usually they have standard clients. They have relationships with that right holders, index investors things like that in all approach them, right? To see if they're interested. Is that does that kind of answer a little bit. The question about how, Investors kind of know, it's sort of love the market it. Works. So anyway, wow, this is a very thorough thorough examination here of Elon musk's forecast under the law under the pslra. I love saying that pslr, right. I think we can probably move on at this point. Can't so let's let's remind our followers here that we have. We're accepting your questions. Um its shareholder Primacy. One word, no punctuation at free flow LLC. So please send us whatever bugs you about. What we've been talking about are things. You want us to talk about and then when when we get enough of these, we will put a show together for that, okay? Okay. All right. It's terrific. Talking about all this. We will probably return to Tesla again at some point. Maybe, as soon as next week, who knows. This is this is shareholder Primacy hosted by Anne Lipton and me Mike Levin. I'm an independent activist investor and advisor to investors about their activist situations, and is the Michael M. Fleischman professor in business law, and Entrepreneurship at Tulane law school and an affiliate of toolings Murphy Institute. You can find me Mike at the activist investor.com and, and at law dot tulane.edu, our podcast is produced and distributed by a free float media. Thanks for listening, see you soon.