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 once again and Lipton and I are here and of course, is law professor at Tulane in New Orleans who teaches and research is Securities and business law. And she, of course, holds up the legal end of our podcast and that's Michael Levin an activist investor who lives and works in Chicago. He covers the financial side of our podcast. All right, let's let's get right into it. There's a couple of couple of fun subjects to talk about. There's there's one more. It just it's the gifts on giving more Elon Musk, but this isn't a Tesla know or SpaceX. This is this is this. This isn't even X. This is Twitter, right? Pretty back to Twitter, right? I'll be back to Twitter. Would you wrote and I commend to anybody? Who's listening the paper that you wrote entitled every billionaire is a policy failure? Right? Is like yeah, thank you. It's just unbelievable. I've ever read. With an abstract, that was a meme. so, anyway, medium Is in the show. But based on that, and a bunch of other stuff. There's another take another angle on the deal to buy Twitter in 2022, and his disclosures of his investment, his intentions, and his process, and all that kind of stuff. So we'll talk about that for a while. There's some interesting developments there. Yeah. And we can also talk about what to do when investors knowingly or willingly buy shares and companies with awful. Corporate governance awful. Yes, I like the adjective anyway. Let's let's return to mosque. Our old friend and there was a court decision or some sort of decision or proceeding that just came out in the past few days. What, what was that all about? Yeah, I mean and I got you keep coming back to Elon Musk but I have to emphasize only because he manages to stumble and just so many issues on the first year of corporate governance and Security's law. If you study this, you just you can't look away. So this latest case goes back to the Twitter Take over. There's actually still a lot of litigation swirling around it, but in particular, there's this one Securities class action. Actually, there are two Securities class actions but there's one in particular that's worth discussing. So you may recall, we all remember, we were all watching that Elon Musk began the Takeover, by quietly buying up, a lot of Twitter stock, and then suddenly out of nowhere. He revealed that he was a 9% shareholder, which sent the stock price soaring from around 39, dollars per share, just to 49 dollars per share. And, of course, after that, there was the whole business where he was going to join the board, and he wasn't gonna join the board was very, very entertaining. Yeah. It was very entertaining and then he said, I want to get all the coming soon going, but yeah, but importantly, right. He was, he was just a accumulating Twitter shares in the public market. You could do that. And he then disclosed to everybody that look, I own 9% and you and me. I know we saw that we He said, wait a minute. Exactly. What was the problem? Well, how did that happen? Well, the problem was that as you know, there's a federal statutes section 13. D of the exchange act and it requires that you file disclosure documents. Once you hit the 5% Mark. And so, Elon Musk actually had 10 days after becoming a 5% holder to disclose his stake the SEC shortened. It now now it's five days, but back then it was 10 days and he did not actually file this form until 21 days after he became a 5% holder. So he was 11 days late and then he didn't even file the right for him. Right? Well let's let's let's let's let's consider that for a second. Yeah. Most people who accumulate 9% and sort of sit there. Don't I mean there's another part of the law that applies. And we've talked about this in the context of 13, D and 13 G. But a stencil believe, he would have only, you know, if he was just some sort of normal investor, he would have had a file, a g just wasn't it turns out that even that before he filed the Forum Twitter knew he was there. He was already in discussions to join the board, right? He was having like tweets about buying the whatever there was lots of evidence. He had his designs on the company that he was not like black rocker States, Vanguard flying it for his indexed investment. He had other other things in mind, right? So, when he finally revealed his stake 11 days late, he filed the wrong form. He filed the 13 G which indicates that you're a passive holder. And then like a day later he filed the correct form. He corrected his disclosure. Yeah, he did within a day. So but the important thing here is that this 11-day period when he should have disclosed to stake and he didn't, he was all. So, continuing to buy a Twitter shares, which means the erratically if you'd file the form earlier. I mean, you know, it's impossible or timely, right? If you've been, if you followed the Forum earlier, then you can imagine that the stock price would have gone up earlier and he would, if he had continued to buy Twitter shares, he would have had to pay more. So I've seen different numbers thrown around, but the theory is that he may be saved, anywhere from 100 million to 200 million dollars, by delaying, this filing by 11 days, and this is illegal. So, on January 14th of this year, Just before Trump took office. The SEC sued him for not filing the form. This is like two and a half years after it all happened. The SEC, finally filed a complaint about not filing, right? And this was, this was a standard SCC enforcement action on this problematic. And this this disclosure error. Yeah, the SEC files, these kinds of things all the time. So, but the real question here is, like, why did it take two and a half years. It's just a question. I mean, if you, if you get 5%, you follow the four, we all watched in real time. He didn't file the form. There's no obvious reason why the SEC couldn't have suit earlier instead. Apparently it was conducting, this long investigation, they deposed mosque, then they decided they wanted to post them again and he kept dodging the deposition, it was this whole big thing. And as far as I can tell, the SEC was hoping to collect evidence, that would justify more serious charges because not filing a form. I mean, that's, you know, it's it's a real thing. But it's, it's yeah. And usually usually this, the enforcement penalty for bad disclosure is more disclosure. Yeah, yeah. Well, the SEC does these fine. So in the few hundred thousand dollar, Which is right. Nothing for Elon Musk, obviously but either they couldn't get enough evidence or they didn't have enough time before Trump took office. So they ended up filing a complaint just based on failure to file the form, nothing more so that case is still pending although it's weird because normally as I said the SEC only asked for like a couple hundred thousand in fines, but with this complaint against musk, they want discouragement. They want him to discourage the extra money. Yeah. So they're enforcement action is looking for him to pay to somebody 150 or whatever million dollars of of extra profits that they're economists say. Yeah. He earned by failing to disclose early or just goes in a timely white. That's really unusual. I mean I haven't seen that before I I don't know whether it's because they've got I mean you know muscles say it's because they've got it out for him. It could be these because they just he refused to cooperate with the investigation and usually these things settle so but that's not the only case because alongside the SEC case there is a shareholder class action. It's called Rosella versus mosque and actually, or Oklahoma, firefighters pension system versus must, but there's a class of investors who sold Twitter stock in these 11 days so that probably into the runoff. Exactly. It wasn't Run up, that was the thing. So, yeah, so they sold it when it was still trading at around, thirty nine, dollars in this 11-day period, when he should have disclosed it. And their theory is, they sold too cheaply. If they'd known musk was in the stock, they were waiting for the fan was a tape. I mean, if you take over Target, he would have, they would have held onto their shares, okay? And so that lawsuit, if it went all the way to trial, that would be a much bigger verdict than the 150 million or 200 million at the SEC. Is asking for because the shareholder action, I mean, theoretically, every single person who sold Twitter stock in this 11-day period, he could get ten dollars per share. So this would be a lot right? Whether there's a lot of churn a lot. I mean there's a lot going on even though it wasn't disclosed right there. Was there was tons of trading happening at that. Yeah. But I checked the stock price, didn't move very far, it really did, like stay, I don't know what the volume was, but definitely, it was in this 39, ish maybe up to 40 range. So we're really looking at around ten dollars per share that they claimed was lost because Musk Didn't file. So what's interesting? This lost it just lost. It was five like recently. No, actually, the lawsuit was originally. It's been kicking around for a while. The lawsuit was filed right after I think in 2020 too, right after it was clear that he jumped on this. Yeah, but it's, but it's been kicking around for a while because what's interesting is that it's a complicated claim. And in the middle of the lawsuit while it was pending the Supreme Court came out with the decision that actually changed the loss of the plaintiff, had to go back and in their complaint. And that is what resulted in this recent decision. That came out at the end of March, which is what has my attention. So I mean to understand all this, you have to start with rule 10 B 5 and that's the general prohibition on fraud in connection with Securities transactions. And most of the time when you hear about a security class action, plaintiffs are suing under 10 B 5 we heard that all the time. Exactly 105 and it has three subparts and if we have visuals I would put them up but we don't because I'm not gonna get Properly a cloth for visuals but if we had visuals I would put up a copy of the rules so it's offered to explain but the critical thing is that it has three subparts that prohibit different things and the main subpart of 105, the one that's usually used in a class action says it is illegal too. Now listen to the wording here, make any untrue statement of material fact or omit, to State a material fact necessary to make other statements not misleading. So it's illegal to say something untrue and it's illegal to say something that's misleading, because it might be literally true, but you left out, crucial facts. That are necessary to understand what's going on. So an example, a misleading statement by the announcing you submitted a new drug application to the FDA but leaving out the part where the application was missing. Like really critical information that would be a misleading statement. It's literally true but you left out the important part. But so that's this one part of 10 B. 5, if prohibits, untrue statements and omitting information, necessary to make other statements not misleading and it has to be intentional just say that this is a frog case and you have to show intent that you have to show intent, right? So negligence won't suffice but we'll leave that aside assumed it was intentional but notice false statements or misleading ones. So notice what that leaves out Dead Silence. It doesn't say anything about dead silence. This rule, the support of the rule, it prohibits, false statements and misleading statements, but it doesn't prohibit Dead Silence. So, the theory here, why is it's a Prohibition on? It, you have to deceive someone and the theory here is silence, doesn't deceive anyone? I mean, if you imagine, I am in a typical arms length, transaction with you between a buyer and seller, neither side has any right to expect the other to volunteer anything. So I'm buying from you. Exactly. If I'm buying from you and I ask you a question, if you lie to me, that's fraud. But if I never even asked and you just keep your lips shut, then that's or if you just don't answer or if you just don't answer exactly. Like that's the whole point, the whole point is buyer, beware, and that situation that's the theory and that works if you're in an arm's length transaction. But what if it's not arms length, so imagine you're dealing with a fiduciary like an investment advisor. They have an obligation to act in your best interest. So they have an obligation to disclose information and if they don't, if they remain silent, then you're going to be fooled because you were expecting them to speak up. You were reasonably expecting that you're investment because of the future relationship. Exactly. It's not our arms. Like that's not like because you know that they have an obligation to tell you. Information. So you will be deceived if they're silent because you'll take their silence to mean there's nothing to tell. So they're right. Exactly. Okay. So which is why the Supreme Court said this exact thing in 1988 in a case called basic versus 117, the court has this famous line silence absent, a duty to disclose is not deceptive but now we have to ask, where does this duty to disclose come from? Definitely finish area relationships. If someone's your investment advisor, they have a duty to disclose, but what else creates a duty to disclose well, plaintiff started arguing years ago regulatory obligations if there's a regulation that says, wow, you must disclose x y z, then it's deceptive. Not to disclose that information. Because investors know the regulation and they'll expect you to speak up if there's anything worth saying. And so they'll presume from your silence that there's nothing to say, right? Because you had, you had this, he had this obligation to disclose in a d really, write even a g. Um, This investment, and that was not a fiduciary. Obligation was a regulatory regulatory applications, right? And there were lots of cases like this before most happened, there were several cases Replanted to make this exact argument sometimes in 138 cases, but sometimes other critical because I mean, you know, companies file 10ks, they file 10 cues and they have all these items they have to disclose and planets would sometimes say you didn't make a misleading statement, you just left out something that had to be on the form like you had to disclose a wrist and we were kind of expecting or this because we're we're skilled because we're educated consumers of financial filings, right? Exactly. Even out. Then we assume that that means there is nothing to disclose. And so, please argued and some courts agree with them. Yeah, even if a company didn't actually say something misleading, if they filed a form, but left out information, they were supposed to disclose or if they just didn't file a 13d. All that was the same thing. As making a misleading statement, therefore you could sue under 10 D 5 which brings us back to MUSC. So after musk revealed his stake in April 2022, these Twitter shareholders, follow the law and this was essentially the arguments silence in the face of a regulatory obligation to disclose his stake, this led the entire market. Now the thing is that musk did make one explicitly false statement, the fourth 25th for a day, but that couldn't be the basis of the plaintiff's claim because it didn't affect the price, like, the price went up because he revealed his presents. But once he was there and he filed the 13 G and then he corrected it and follow the 13d. There wasn't much of a market reaction to that, like the market. That's empirically. There was no re If there was no exactly. So they there was a false statement, this 13 G and a d, but there's really no evidence that that move the market. So the base is the claim was musket a duty to disclose a steak and need to see the market. For, that's a little unusual because usually There is. I'm I've seen studies. Yeah. Where there is a an investor shifting from a g to a d does move. Yeah. But I should surprise in this case, I mean, everyone knows everyone knew about his interest in Twitter and it was less than 24 hours. I mean, you know, turned it all together. And I don't think people just thought of it very differently. So these things take forever to live a gate. So musk file, the motion to dismiss and the court denied that motion and allowed the case to go forward in late 2023. But then in 2024 the Supreme Court decided a case called Macquarie investment and infrastructure. In that case, investors alleged that they had been defrauded because before I didn't disclose information, it was called to disclose it filed. Its annual and quarterly reports but it left out details of how regulatory change was going to impact his business. And when the truth came out, the stock price fell, but the Supreme Court rejected, the claim, the court just clung to the exact text of this one subpart of 105. The text is specific a prohibits fall statements and omissions that render other statements misleading. It doesn't prohibit silence. So the court said, it can't be the base of a non-disclosure claim and some of the courts logic. I should mention is that there are securities laws claims on other parts of the laws that do specifically allow you to sue for leaving out information. You are required to disclose, and they have different wordings. So, like a registration statement, if you buy on a registration statement, there's a specific cause of action about omitted information and so the It's logic was well that's where the differently and can be five is worded the way it is. It doesn't talk about. This is my Congress intended or well. Actually see the rules. Yeah, exactly. So anyway so this Macquarie case is obviously very bad for the Twitter. Plane is so a little over a month later, they filed a new complaint and now they had a new argument. As I said, 105 has three subparts. So we've only been talking about the one subpart that prohibits false and misleading statements or omission of statements that. Yeah, a mission of statements that necessary to make other statements obviously, but there's another subpart and it prohibits employing any scheme to defraud fraudulent schemes. So now the plaintiff said, this is pretty, that's pretty broad. They said it exactly. The plaintiff said, it's a fraudulent scheme. It was a scheme to conceal, musk's, Twitter purchases. So he could keep the stock price low, while he built up his position. But here's the thing, there's case law about schemes and courts have said, you can't just take a statement case and say that's a scheme. If you want to just scheme, you need to show there was some kind of conduct that goes beyond speech, or lack of speech, the scheme can include speech, but it has to or non-disclosure. So there may be other fact that's about about the scheming exactly like the ski mask, the kind of conduct something extra and here's where the plaintiff's got very lucky. Because normally, when you file a Security fraud complaint, you don't have any Discovery. You don't have access to internal information. You have to basically play it under your own investigation and public reporting. You only get access to Discovery if you survive a motion to dismiss. Well, at this point, remember the plaintiffs had survived a motion to dismiss. Back in 20, they had all this other evidence, they got it from the SEC. Investigation by the time they filed their second complaint. They had the sec's evidence that the SEC had turned up from its investigation and the original on the disclosure stuff exactly on the 13th and the planes were able to use that evidence in order to plead something more than failure to file the Forum and what the something more was. That musk strategized with his broker to time the trades, to make sure that they wouldn't actually move prices and there's evidence then there's evidence because there's like there's like conversations there's taxes emails or something. Exactly. If it's talking to his broker I know I think the stocks moving now I gotta say that's totally normal. If you buy nine percent of a company of course you're going to time your trades to avoid doing this. That's right. All the time with people. Yeah. Exactly. But now the plaintiffs had these out details allegations about it because of the SEC investigation and the court accepted that if you combine that with the failure to file a form, that's enough to show a scheme to defraud last. This 13 G filing. They couldn't use that as the basis for their false statement claimed, but the court accepted that it was part of the scheme to hide his true intentions. So because there was a gene out of date because it was a genetic bad combined with the trading discussions in the Train, the lack of the court that was a scheme. So exactly. So just in the end of March, the court denied the motion to dismiss in the case continued. So there's what's going to happen now. I mean, they'll be eventually, they'll be a motion for class certification. There might be a motion for summary judgment and if the point of survives all of that, we may actually get a trial now, I mean most Securities cases settle but you know, musk is kind of made his thing. He's a first to that he yeah, he actually took one security for a case to trial not long ago about his Tesla, taking Tesla private at 4:20. Yeah. So I wouldn't it wouldn't shock me if he was willing to try this one and we'll see what happens but there's theoretically a lot of money on so he's helping redefine, the Security's lawyer all the time about. What about what about? What fraud involves exactly? Oh no kidding. Well as Tested shareholder. I'm in Texas, shareholder. Geez, I didn't own Twitter. Yeah, I never really took, you know, Twitter was was famously, a really kind of a dog of a stock. Yeah. It was it never lived up to its potential. No no no, no. And I never really had, I mean, I regretted that once this offer came out. Yeah. Well, a lot of people did. Yeah. But but wow. Okay. So this is, this is gonna take a while to start out and we'll have to return to this officer to see what happens once it's a certified. Let's start putting word out there so that the lawyers don't need us to do that. Everyone who owned Twitter will find this out? Yeah, well he sold Twitter. It's really, it's the people were sold in 11 days. He appeared? Yeah, right. Okay. Well let's um, Let's let's pause. I take a quick break, talk little more about what happens when investors eagerly buy shares and companies with bad Corps gov here at holder Primacy. Cheryl Primus he's brought to you by free float and lyrics.com the only free database of corporate directors their influence and their performance. If you want to stock or retirement plan go to free float, analytics.com and look up which of your elected directors are performing well and which aren't use your vote in the alternative democracy and get your data at free. Float analytics.com. Now, back to the show, welcome back to share. A privacy. I'm lifted here with Mike Levin. So Mike. What is a certificate of bad corporate governance? This thing I have here. I don't actually own them certificates, a bad corporate governance because I only invested most of the time investing companies with good corporate governance or after I get involved, it becomes you make them good. That's the goal that's that's but no there's um, This certificate of bad. Corporate governance is a little document that I think people should. Have or should be required to get. When they basically eagerly, as we said kind of crowd into, you know, get some of the latest IPO that, you know, from some sort of founder company, which, you know, with dual-class stock or has a bunch of other characteristics. Now, it's of course, a little bit of a joke, you know, this certificate doesn't exist. So I think it should, but it does illustrate some truths and after I you and I talked about this a little bit and I started thinking about this, it became even more relevant in light of what's going on in Delaware, about some of the changes to Delaware statute. So we we might amend or update some of what's in the certificate based in what, in the past past little bit there. So, so, yeah. So it becomes a little more relevant for for that reason. Okay, so now you might have some questions about what we're Well first, we're this came from, I got to say it was inspired by our old friend, Matt Levine. So he many years ago wrote about something that he wanted to see was just certificate of dumb investment. And yeah he's alternative to private and public companies well to and also I mean would be sort of a substitute or an alternative to the accredited investor. Yeah. That instead of showing you have all sorts of net worth and so forth that you're a smart investor. Just there's this category of kind of bad Investments and he was pretty vague about it and he listed it as the only ones that don't need, it are non Petty, stock companies or mutual funds, ETFs with low fees, insured bank accounts. Everything else is considered potentially a dumb investment and he goes to her whole process which I'll recap here a little bit. About what it takes once you once you're interested in one of these. And again, this was inspired because there's a lot of investors of shareholding activists and so forth that complain a lot, even to this day, after all, we know about like dual class shares about, you know, bad advanced. Notice bylaws, you know, poison pills and so forth. We still complain and our sort of surprised. Oh, you mean they're going to use the Advanced Auto kind of kick me off the ballot. Oh, how did that happen? So anyway, so um, and and again, it's it, it's happened a lot more, you know, lately because there's all these kind of founder driven companies really like with dual Clash shares, right? Or or you know super voting rights or you know increasingly contractual crack, yeah. Contractual Arrangements, you know with certain shareholders and so I was thinking okay sort of following the certificate of dumb investment. You should have to have, you should show a certificate of bad Corp gov in order to buy shares in certain companies. Okay. And what kind of companies? Well there's a lot unfortunately, bad corporate governance is a lot more common than good corporate governance. So you know clearly classified boards dual Clash shares, those are two biggies, something like a skull and crossbones. Yeah, exactly. There's well yes but there's others you know it's not as prevalent as it used to be but poison pills are still plenty of out. You know, plenty of them out there. Advance notice bylaws are particularly owners. I argue, I think any company is with any kind of advanced notice by law, is bad news that those really only serve the board's interest in interest. But you know, then there'd be no companies available to you because almost one way or another, Um, but there's even more like, you know, Arcane ones like, you know, limitations on being able to demand a special meeting, special shareholder meeting or, you know, limitations on ability to solicit by written consent, or, or even just kind of supermajority voting others. A lot of things out there that kind of limit shareholder rights. And and, you know, if we're going to be kind of expansive about this, you know, requiring a certificate of Badcock for a lot of these companies that would be. That would be at least interesting. You would it would get your attention. Okay. And again, we can, we can revise this, we can update it and so forth. So so that would be at. Now, the next question becomes, what do we mean by? You know, you know, who is in charge of bad who like who who Is the rules and issues of certificate. And I was thinking maybe the SEC would be well positioned to do this. You know, they see a lot of this, but they don't see everything. And now that we've sort of seen SB, 21 kind of come and go and become law, the Delaware Chancery Court is perfectly positioned. At least for, you know, two thirds of the company is while they're all still there. And you know, A couple of companies, you know, even so yes. So like the companies that now have less liability under Delaware law, could have to issue a certificate that says we have no protections. Well, I think I think the issue we're actually is that is the chance. So, the chords like, okay, you were there be simply, you know, what we could do is is create like a little division within Chancery Court that That kind of holds, you know, kind of sets the rules and then does the issuing and they'd be really qualified. Okay. You know, the chance to advise Chancellor, probably would relish. Enjoying and really reminding shareholders. I mean they still had a bad corporate governance. So, you know, so we could say, we warned you, but you still invested. So so maybe, you know, the, the chancellors and vice chancellors could do this and and, you know, probably reduce the caseload, you know, because because the idea is you lose your right to sue. Once you once you invest based on the certificate, you can't complain and complaining but of course, you know, I mean, writing a real complaint. So you'd need it probably for like IPOs and it kind of despacito, you know, there's there's by definition, they're going to be there. Okay, I don't see exactly and so so and it's sort of becomes a process, becomes a little bit, like know your customer in Banks where you got to submit the paperwork. So, when you, when you, you know, open a new account, you got to sort of say, here's the certificate. So I need or, you know, if you buy shares on the bad. Corp golf list and you don't have that certificate. You're again, you're not allowed or you have to have certificate like a siren goes off on your accounts, you know, you know how Robin Hood when you buy stock in Robinhood, they kind of shower you with confetti and I think that's a little horn. Violated the churning rules, but yeah, exactly. So anyway and so and so the process of getting it would be is pretty straightforward. You fill out this little form. And and the Forum says, you know, it you'll firm I want to buy shares in a company with Badcock gov. I understand the company think shareholders are a mere nuisance. And the company intends to distance franchise me completely. Bored in any way. I would almost certainly be better off buying company with but good corporate governance. But I covet this hot stock so I will never ever complain about this when the board takes advantage of me. And so I need my certificate. So, then you what you do once you've kind of filled out the form, you make an appointment, you go to you go to Wilmington and the chancellor or vice. You make an appointment with either McCormick or if I change her last whoever's available whoever's working working the certificate of bad corporate governance desk that day. They slap you hard across the face and say really. And then you say yep, really. And then they give you a certificate, so then you can invest in one way to litigation and, of course, right? So I think the Chancellor's would would probably, I don't know, maybe they might enjoy it. Alright, so the other, the other element of this was quite recently. Someone suggested replacing the accredited investor rules with An exam. Yeah. So instead of showing yeah I have the assets and I have the income and I have this many years of experience. There was a Senator. I can't really write it's there an exam I can take And Matt Levine said, so loved the idea he volunteer to take a leave of absence for writing this column because he wanted to write the questions. But that was for certificate of dumb investment. I think the questionnaire for a certificate. A dumb of bad Corp. Gov is very simple. There's only two questions. The first question is, what is the state of incorporation? It's Incorporated in either, Nevada, if the answer is Nevada, Texas, you still need to get this certificate. You can't finish the exam and you have to get through goodbye corporate governance because it's Texas or Nevada. Maybe maybe a little bit, right? The second question is the second question is, did you read and understand the bias and certificate of incorporation thoroughly and completely? And I can assure you, the answer in is almost almost never. So, so that would be the exam and again, failing the exam and you still need this certificate. So anyway, so that, that was the idea. And again, there's a truth here, which is that a lot of, you know, a lot of people, I know a lot of activist investors, are you Just complain about this stuff. Okay, and so much of that heartache could be avoided. Or at least the complaining, haha would be with a point of mass column, and the point of my echoing, it was, you can invest in this stuff. We just don't want to hear you complain about it. Just don't want to hear you. Hear you, bitch. And moan about a dual-class share or staggered board because you knew this going in and you've got and you value the stock more than the value of the corporate governance. So anyway, so that's certificate, back, corporate governance. I don't expect Transformer or vice chair or Laster or anybody last year to start adopting this anytime soon. But man, if they want to talk, anybody wants to talk about designing, I'm available. Okay. All right, cool. Um, so that's, that's the certificate of bad corporate governance. I think probably we've kind of covered this enough. Don't you agree? All right. So why don't we, why don't we move on here? And we can, we can wrap up. This is shareholder Primacy hosted by and Lipton me. Mike Levin. I'm an independent activist investor and advisor room investors about their activist situations, and is the Michael Implement professor in business, law, and Entrepreneurship at Tulane law school, and an affiliate of two lanes, Murphy Institute, you can find me Mike at the activist investor.com and Anne at Tulane edu. Our podcast is produced and distributed by free flow media. Thanks for listening. We will talk again soon.