Transcript
Welcome to shareholder Primacy from freefloat media, podcast about activist investing security slaw and all the ways. The financial and legal world's intersect and Collide in real life. Here again with an Lipton law professor at Tulane in New Orleans who teaches and research Securities and business law. She holds up the legal end of our little podcast Enterprise And that's Mike Levin an activist investor who lives and works in Chicago. He covers the financial side of our podcast. Well, we got a couple of fun things to talk about, and if we have some time, let's get a status on. What's going on in Delaware. I know there's all sorts of goings and coming and the status of things. But let's, let's kind of hold that till the end. Because I think there's some some developments that we can at least anticipate. But in the meantime today, let's talk a little bit about private companies. There's a lot of debate about, you know, public or private and how many IPOs there are so on and so forth. But we'll focus on a more specific issue about how they can kind of stay private, basically by manipulating shareholder counts. To avoid getting into the definition of what it means to be a public company under various state and federal laws. How's that sound? That sounds great. And as proxy season is upon us, it's the time for disgruntled shareholders to think about withholding votes from incumbent company directors. So we'll talk about whether that's a good idea and how it works. Yes, we will. So an let's let's think about private companies for a little bit. There's been a lot of some articles, and research and debate and discussion about, you know, the big AI startups, but maybe even some others, you know. The big guy set up like open AA, anthropic a lot of these newer kind of companies are raising capital in interesting and potentially unusual ways as we kind of hinted at the number of conventional straight IPOs is way down and isn't like isn't expected to improve anytime soon, but there are still companies going, you know, that are raising Money. They're they're, you know, they have Capital needs and in particular, there was this huge bubble of SPV special purpose. Vehicles, that kind of, were being used to help a lot of these companies, get the capital they need for investment, and for operations, and so forth. Let's talk a little bit about that. Let's first sort of some groundwork about how that works outside of an IPO and and why what? We're starting to see might be a little unusual. Yeah. So um, so just yeah, a couple weeks ago we had that show where we talked about how companies are able to stay private for long periods of time so they can raise Capital without becoming obligated to make regular Securities filings, right? And so, what's going on with the AI companies? In these svvs special purpose Vehicles. It's really exhibit a for how that works. So normally, you have to start making public reports, Securities filings whenever you sell Securities to the public when they're in public hands, the theory being that public. Dispersed investors don't have a great way to obtain information on their own. They can't talk to insiders. They have no contact with management. They can't figure out how to Value their Holdings and dispersed investors in particular have a basic Collective action problem. They have no bargaining power to force management to make adequate disclosures so that's what the Security's laws are supposed to deal with that. Once the Securities are sold to the public, the law forces, a company to start disclosing publicly and that just raises the question. What's Public. How does the public mean exactly. And the public here. When I sometimes think a public I think I like widows and orphans individuals and so forth. But the public is also like institutions it can be right, of course and you know and you know like Black Rock and State Street and Vanguard you know, they have their own own, you know, special departments for investing in private companies but every all the fact they own, they're just like widows and orphans himself. They're public shareholders of publicly traded equities, right? Yeah. And so so we get to this question of what does it mean when like, how are we going to define the point when a company has sold shares to the public so that they have to make public reporting? And you usually if they sell to a small group of very wealthy investors, that's not going to be considered public, that's private those people. They can bargain for the information. They need they have direct contact with the assured. It doesn't trigger reporting obligations. But when the company is a class of equity, that's held by more than 2000 people, not counting employees, who receive stock. Compensation 2010 is the magic number 2000 persons. Now that's public and you have to start reporting which means startup companies. They try very hard that they don't bust that 2000 person Cap. All right. So, it's defined in terms of a sheer count of at least very conventional under these. And this is SEC rules. Yeah. Statute SCC rule, right? It's very conventionally. As if you have more than 2,000 individual, you know, separate discrete shareholders. You are declared to be public and then subject to disclosure and also registration and all sorts of other fun stuff that the SEC users to protect those 2000 or more people's interests in your company. All right, so then now we have to Define what we mean by person because we're interested. It's not necessarily like a human person. The legal term is natural person. It doesn't have to be a natural person, so like imagine a venture capital fund. Lots of people invest in the fund, wealthy people, Pension funds, those kinds of investors, they invest in the Venture Capital fund and then the fund invests in a startup, we could look through to the funds owners, but we don't, the fund is considered a single investor. So technically, the fun could have raised investment from a lot of different people. They could have 2000 of their own investors, but they're considered private and they invest in a startup and now the startup, you know, so, when the fund invest in the startup and now, the startup has only got one investor that Capital fund and it has room for 1,999 more people and for a class of equity Securities. So in this way, companies can stay private, but functionally aggregate, the investment of hundreds or thousands of people without busting that 2000 person cap. But problems started occurring because and now like 2010. 2012, 2013, we first started to see the rise of these very hot unicorn startups. That weren't going public and moderately, wealthy people not the super wealthy, wanted access to these Investments and the startups wouldn't take their money because I mean even if it was tens of thousands of dollars, it's still was too low, a number. They have to aggregate too many people and they'd have to and they'd bust the cap. And actually in those years the cap was 500, it was raised to 20212. So in this period, in order to allow these moderately people to get access to these startups, some Brokers started creating svvs, special purpose vehicles, that would take investment from. A lot of individual moderately, wealthy investors, pull their Holdings and use those to make one large investment in a pre-ipo company. The SPV would count as a single investor, like one little LLC on the captive of the company. And then these smaller investors would now, own shares of the SPV, whose only asset was one pre-ipo company. So Merrill Lynch and Morgan Stanley did this with Uber The created, these svvs that held Uber shares and then gave their wealthy individual clients the opportunity to buy shares in the SPD like a perk like we are just used to be, you'd get IPO. Allocations from these folks. Yeah, I mean this is I mean, right? Well, this is when there's no big IPOs. There was a ton of these. This is when exactly Facebook was going, public thinks now, instead of giving you an allocation of an IPO, they're giving you a piece of this sbv. That was right. That was the idea. So this is, but you gotta understand. It's different fundamentally from what VC does, because Venture Capital, it takes investor money but then it actually manages it, like they figure out what companies to invest in. They negotiate for financial preferences, they get bored seats or governance rights. They profit, they themselves are also going to profit from a share the funds investment when One Fund might hold shares in multiple companies. So Venture Capital funds are really managed on behalf of their investors but the spvs are different. No one's really managing them on behalf of the end investors. They're just passed through Vehicles. So these end investors, these moderately individuals have a chance to invest in the startup that they think sound good and the investors are charged to feed by the SPV for the service. They can't bargain with the startup because they have no relationship with the startup. They don't even know who it is. Sometimes, I mean they first raise the fund, right? Well, no, well, no for an SPV know because the whole point of this SPV is that this is like your chance for millionaire but not billionaire. To get a share of Ubers here. So they know that they're going to like and what they're investing in, but they're not. It's not like the svv is managing for them. The point of buying a share of this SPV so that they can act get access to Uber shares. And there's, there's a fee, whoever organizes, the sbv gets feed, but they don't get any information about the startup. The Eddies aren't passing information about the startup to their end users. They're don't have any governance rights. So investors in the SPV, or just a lot more vulnerable than investors in VC funds, but this is a way that startups can expand their investor base massively, even though they're formally staying below that 2000 person cap. Oh, so there it's your investing if you're a dentist. Yeah. One of those people doctors, we call it Dr. Money. When you had a bad investment, you were trying to go to investment. Banks used to go to a medical conference. So, sorry. Anyway, so they'd be investing in these in the SPV which in turns invest in this, this hot startup without any of the protections, right? Because a VC If it's on there, really? And watching over the startup but that is not what it is. Yeah. They're just they're just basically ministering it rather than kind of active ministering. Okay. All right, so, so and that's been that's been going on, that's kind of how Some of the AI companies or whatever. Yeah. So, right back, like in 2012 when the cap was first raised from 500 to 2000. Yes. You see, put out this report, like, well, what do we think about this and the report concluded? Look, if investors themselves are organizing these vehicles, or their Brokers, or organizing these vehicles. Because the investors really, really want a chance to invest in a startup and the vehicles aren't really controlled by the startup or startup insiders or by the controlling shareholders of the startup. Then it's not a problem. The Investor's of the ones who benefit from information, if they want to take their chance to be it, but the SEC said it's not going to be okay. If the startup is itself using an SPV, as a way of the dating, the cast. Oh okay. So that was fine. That was in 2012 but since then the practice is really just exploded. And by the way off, it's taken off and I have to mention there's a paper by a, not all in back in John Livingston, the talk about how the numbers have changed but in the issue is in 2012. The Securities laws actually loosened in a lot of ways. So after that startup started getting Lot bigger and staying private even longer. And they issue all this stock to their employees is compensation. That doesn't count towards the 20th, right? But if the employees sell now that stock does count towards the cap. So imagine you're an employee. You have 500 shares. You don't count as a person. But if you sell your 500 shares to some other investor, that investor is a person, how many shower action and that's exactly if I still too 200 blocks now that's two investors. So an employees when they want to sell their shares, they're creating more investors for the start of a person's exactly and the longer the company stays private the more employees really want to sell. Because the whole point for employees is they're going to like they need to pay rent, they need to pay or they need to diversify. I don't know that they're very close. I honestly don't think started employees. Are they should be thinking about diversification. I want to pay the rent so they have to sell and there's pressure to allow, find way to allow employees to do that without busting the tooth and Cat. Right. Plus in the AI space, there's obviously there's this desperate need for Capital because computing power so expensive. So now the practice of using spvs to roll up the Investments of moderately wealthy people who can afford to buy in at 10,000 or 50,000 that's really taken off. all right, so what what's the Presumably, some of these machinations are getting the attention of the SEC, I would hope so. But I mean, really at this point, I mean, it's this wild west. So like, you might have a guess, I guess maybe Brokers are going to like doctors converts. As you said, but I actually, I'm saying, yeah, right. Yeah. But what actually one really interesting thing, I was researching this I was prepping for my secret class and I was on the website started engine. Do you know the website started engine? It's, it's this thing. I haven't used it. It's a website that allows small retail investors to buy shares in pre-ipo companies that these are Being sold in a different way. So they're these tiny little micro businesses that are allowed to raise small amounts of capital from retail investors without formally holding an IPO. And start engine is a website that hosts a lot of these little tiny offerings but start engine does more than that started engine creates these spvs which it advertised oh, it actually does create the entities. Of them. Yes. So like if you can go to start engine now and it's got an SPV for anthropic for ripple for Kraken, for perplexity AI right now. You can go there and right there. No, actually right now, they're all of them are closed, but you can get on a wait list. You can pay 100 dollars to get on a wait list and then I guess when they get enough investors together, they'll like, you know, do another SPV investment in. One of these companies, you have to be wealthy. There's a wealth requirement but it's moderately well fee. So it's allowing like this the public to with to invest with virtually no rights and no information and and I don't necessarily thinks start engine is a Big Driver here but it kind of amazes me that you can just go to this website and you know, these spvs are available, but also, I mean, probably more traditional Brokers are contacting their clients and it all Races the exact same kind of problems of the Security's laws were supposed to address the investors have no way of knowing that these are good valuations. They're too dispersed and too removed from the startup to bargain for information. Their uncles. They have no protections and they aren't investing in the startup, just the vehicles. So, they don't even have the state law projections, that share. It would have like no one knows them fiduciary duties. They don't have books and Records rights, none of them because the sbv is standing in between there. Exactly. So that the entity that has those rights is the SPV, but there, never gonna exercise them. They're never gonna actually add the SPV off often. It's an SPV that it shares in another SPV, which is then invested in the underlying. So there's like three layers apart. Exactly. So and and but this is the part that amazes me, sometimes the Venture Capital funds that invest in the startup, some of them are also organizing spvs so they can raise money from a broader group of investors. But these Venture capitalists, they often a very close relationship with the startup. Like, the New York Times reported that one VC firm work with them anthropics. Head of Business Development to set up. An SPV Business Insider said that Elon Musk company XA. I actually participated in solicitations for an SPV so you see where I'm going with this in 2012 the SEC kind of shrugged over the idea that some investors might on their own form and SPV to get access to a startup But now it's this wild west where it's becoming an ordinary part of startup funding and we had these very cozy relationships between the startup and the SPV sponsor, and it's starts to look to me like what the SEC was warning against in 2012. That it would violate the rules. If the companies themselves organized spvs, as a way to get around the cap, Right. It was a way to do an IPO without you know without doing an IPO. That's exactly the point. Right and and keep some private for longer, whatever. But but that's interesting because you know what? There's been this whole debate about, you know, why companies are staying private for longer and so forth and not taking public money. And, and the reason in part has to do with what how we're redefining, what it means to be private and public, exactly, you know, if you do it through multiple levels of svvs, then suddenly it doesn't count as public anymore, right? Wow. It do we Okay? Do We have any expectation. I think I know the answer is sec's. Going to try to address this. No. no, there's no problems in general tend to be more lazy Faire about these things. They want to let investors make their own decisions without any regulatory protections. So I expect this as you see to kind of open these opportunities up to even more people and I think that's Problem Bartley because of what we talked about when we talked about this before, these funding mechanisms, allow really big socially important companies to operate in a black box but also without disclosure with that, what would benefit the rest of the world. But also I I don't think these moderately wealthy. Retail investors are particularly sophisticated. They don't have information rights, they don't have governance rights, they can't sue. They sign arbitration agreements. So they're paying these opaque fees that vary from svv to SPV and it's just a recipe for a lot of losses down the line and that's bad for these investors individually and it's just you know my general thing. It's a societal misallocation of capital. We can't be sure we're directing resources to the best business. The potentials for fraud, seems robbery. Yes and that I think will enforce, but by the time they get to it who knows how much they recover and I think, Encouraging a kind of investment that's based on Vibes and that's a problem, right? Oh yeah, I see. Oh wow. Yeah, you again hope you can tell. I've been thinking all, you know, some about this whole public private but the idea of using regulatory, A slight of hand. Yeah, to try it to try to change what it means to be public and private, as a way to stay. Private was not something I had saw coming, so yeah. Wow. All right, what do you think? We take a little break here for a little bit, and we can come back in a little while to talk about withhold and vote. No campaigns here at shareholder Primacy. Shareholder Primacy is brought to you by free flow and lyrics.com the only free database of corporate directors their influence and their performance. If you own a Stocker, retirement plan go to freefloat, 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, Here with Mike Levin. So Mike, what does it mean to vote? No, or withhold of vote? Directly. We're talking about director elections, annual elections for directors. What is voting. No or withholding. No means Voting know, if it means declining to support incumbents. In a director election. So, you know, I talk a lot and you and I talked offline or whatever of our proxy, contests where folks like me find director candidates to compete with the existing candidate or existing incumbents in a board. Well, if you're not doing that, and again that only happens, you know. 50 times a year or far less. all right, you know, the vast majority of Director elections are uncontested. Well you're still not that doesn't mean that the vast majority of shareholders are deliriously, happy with what's going on at the company. So sometimes they express their dispatch dissatisfaction by sort of voting against or with abstaining or whatever. There's various ways to express this, the incumbents and just basically declining to support them. So there's no there's no opposing director running, but they're still, there's nobody else on the table. Somebody has to fill the slot but they're just voting know anyway, he's voting. No And so there's there's a couple mechanically. There's you usually in those situations if you're kind of filling out your proxy card or your ballot, you usually have two choices, vote, Yes or withhold. So and withhold is in affirmative Act. Um, it's not the same as abstaining and that kind of matters in terms of calculating denominators here, but it basically means checking off the withhold. Box. And, and what's so interesting is that, you know, it becomes, you know, there's a lot of chatter at certain companies about we're going to start with hold campaign, we're unhappy with this company. So we're going to do a vote. No and it's always kind of puzzled me because it's a really kind of a weak way to to influence a board to try to exert your rights. And so I that was what I was kind of thinking about, as we explore, this is how is it weak? And why would people do it anyway? So that was, that was kind of where we're going with us. So yeah, so I mean but what I mean it's it's better than like nothing. It's expensive to run a proxy contest but at least. Oh yeah, wait a second one of the advantages is, it's, it's pretty cheap to do this but again, it's it's for reasons, you know, we can talk about it. It's pretty, it's pretty ineffective. Now let's make it clear that we're not talking about. When proxy advisors. Submit of withhold recommendation. So wait, why is that different? Because they frequently do that? Because some board has violated a policy. Some board didn't act properly on a you know sand adverse Sandoval, you supposed to withhold for the comp committee chair, that happens a lot. and, and you'll get a proxy advisor that says, I, you know, I don't think you should support this person and plenty of people, you know, then follow that. What I'm talking about was an activist, it starts to advocate for withhold or vote. No. And that happens. A little more frequently than than people might expect. So there's, you know, at least, you know, three or four examples and in very recent recent past. So, I don't even remember. Blackwell. So we've talked about them about Disney and so forth. There, there's kind of idiosyncratic hedge fund that kind of makes trouble for, and right areas ways for companies. So they Actively. Advocated to withhold votes at Ashford, Hospitality trust one of their principal Investments. This is just last year 2024 and they, they were, you know, telling all of the shareholders to oppose online directors. And then two of those directors, the CEO and board chair received actually under a majority. Oh wow. So yeah, and and that triggered a mandatory resignation of those two losers, which the board then refused to accept. So that on the board even though they received last majority, which is the one of the problems, we can sort of that with this whole, with this whole strategy, some friends of mine at Legion partners that I know, they solicited, they actually actively opposed to directors at Gees exposing company in 2022. And they Received material less support, but even got him got a majority but it was a lot less than what other directors on the Slate one and then one of those folks actually to retire. So maybe there was a little bit of pressure that was that was put on them but it was you know it was highly interact. Um, so there's examples of this at least a couple times a year and there's a couple you know that are kind of cooking right now where people are thinking of of this kind of vote now idea and and there's a couple of ways that you can actually do it. Okay. So, um The first is basically just shouting from the rooftops vote. No, withhold usually accompanied by news releases and exempt solicitation filings. I can't remember the designation PX, whatever it is, where you basically tell. All the other shoulders were not soliciting your proxy. But we want you to vote. No, then then you're kind of acting a little like the proxy advisors we talked about a little while ago, right? You're just telling people that this board or these two directors are just bad news so just to post them and check off with hold and we'll sort of see what happens. Okay. You can also Solicit in opposition. so, rather than just advocating that people should vote know, you can do a withhold solicitation So for go ahead so you're like actually asking for their proxy like yes, computer the purpose of voting withhold. Oh wow. So you're gonna, you're gonna solicit the proxy and you're going to say, you know, I'm gonna I'll vote for that auditor and so forth, all the other stuff that goes on. But when it comes to the directors, this is how I plan to vote your proxy. If you appoint me proxy, that's gonna vote with hold for these three people. And that's a more expensive but also more aggressive. Yeah, exactly. And for all the same reasons we've talked about when you're soliciting proxies. Again, it's more aggressive. You got a higher solicitor, you gotta do all the kind of work, you gain a little bit of control over the proxy process relative to the company because you're holding the proxies in the company. Isn't so you can't know how people voting and it's a little more intense. But it's it's definitely, you know, much more affirmative way to try to influence things. So the two we just talked about Black Walls and Legion. They actually solicited proxies in opposition to at Ashford and jizz. And there's a couple of others. Yeah, right, exactly. So it's happened like Once you go, if you're going to go like, as far as actually soliciting proxies but not propose, an alternative candidate. That is a sort of odd. Well, there's there's there's there's there's reasons kind of and we've talked about that that's kind of weak because if you actually succeed, you succeed in getting directors to write to, you know, get far under a mature, you know, either they have a majority vote standard and they have to resign and they get what happened at Blackwell or HD where they just refuse to resignation. And that happens live, that's what we call these zombie directors, right? Who are directors that received less a majority and either didn't resign or had to resign and they refuse to resignation or whatever. Okay, so again, it's it's it's kind of its kind of a weak way to try to influence so it, you know, it does happen, you know, occasionally where, you know, I'm familiar with at least one case at Kirkland, it's not Kirkland brands from Costco Kirkland, incorporation. Where there was A vote. No. And the director received under majority and resigned and then was replaced. So it, but it's pretty, it's pretty. Like I said, it's not the not the most effective way. Now, the reason people do this Is it's kind of a little crazy but frequently they'll like miss a deadline. Or to yeah for like filing notice. Okay? So frequently and this happens, a little more when because companies are starting to become more aggressive like with them, Advanced notice. So if they if they boot you from the advance notice Okay, for you from from being a candidate because using the advanced notice, but you still if you still want to try to put some pressure on the company or sometimes people have, and people have said to me, I just I just blew that I didn't get that. Actually happens, believe, so your next best choice. If you were kind of gearing up to try to oppose directors and so forth, you know, your next best choice might be to continue to put pressure on the company using don't have quite your act together. You know. That's that's it's not it's not it's not your pride or small moment when but it also it also is a way to kind of assess your holder, sent to me. Yeah. Um so if you actually want to go as far as listening practice, you know, for some funds, it's not you know, if there were already playing a budgeting and so forth, you might spend A little bit of money on that. You, it does put you in front of shareholders, and you can start to solicit their proxies and try to assess their their thoughts and feelings and opinions about the company and it's, you know, there's other ways to do it. But it's it's it's it's a really it's a good way to at least get people to kind of commit if they're going to send you their proxy or withhold, you kind of know where they're where they're at. And so it's again it's another way to put a little bit of pressure on a company. I I've heard from people who have said, no, no, I don't want to go as I again, I don't always understand this. I don't want to go as far as nominating. Directors myself. I don't want to be that much of a threat, but I'm just a little upset with the company enough to kind of try to Advocate. This is more, the exempt, solicitation listening and opposition. I'm just a little upset. So I want I want to sort of send a signal and again, I, you know, I can think of more effective ways to, to send the signal. But, you know, again for some, you know, it could make some sense, just to express a little bit of displeasure because, again, the mechanics of this are not trivia, I mean, you know, you getting people to actually, you know, vote with hold and find the right and not abstain and the answering all the questions, you know, if you're going to do this, just on an exact basis and that's solicit proxies. You don't have a proxy solicitor and they're helping people fell out the proxy cards so it can get a little tricky. Um but again it does have its it does have its uses. The uses aren't nearly as effective. Or as we might say powerful as a real live proxy contest but again for someone who doesn't want to spend a ton of money on this or who missed a deadline or something like that, it could, it could it could have its place. So so yeah. So that's so we're going to. So there's already a couple of these that are kind of happening this proxy season where I'm expecting to see a couple more. I haven't heard of anybody actually doing withhold solicitation but you know, there's there's a few of these and when you see them, now, you kind of know what's what's kind of going on going on in the background? Let's, let's talk for a minute about what's going on in this week and what we expect for next week. I know that, you know, we talked last time you and I talked, you were out running around a conferences for a couple weeks. Yeah, go ahead. Well, yeah, well, I mean by the time this, you know, reaches the Airways, you know, with the situation may have changed again but I mean, we are recording this. So let's just say this, we're recording this on the Sunday. Yeah. And it's going to be made public on a Wednesday, but at the time of this recording. So we had a show about a proposed law in Delaware and 21, SB 21, and then a corporate A the corporate law Council which is basically of the Delaware State Bar association's corporate law section. They got together and they made some changes to it, which are worth talking about, at some point. But its to it, in some ways, they softened it in some ways, they made it even more Draconian, made it worse. They made it worse in some ways, and they softened it in other ways. And, and, but that was voted on in the Delaware, Senate and voted in favor this last week. That was. Yes. And well, I was trying to I'm almost sure was last week. Okay. And then it Would Delaware house. Where it was supposed to be voted on. It was voted out of committee, but they didn't actually vote on it and probably because of the very popular. There's now like just a terrific amount of lobbying on both sides and they were, we kind of expected that they were going to vote on it last Thursday and they didn't. And at the same time, a new amendment was introduced, which may or may not be picked up, that would make it opt-in. It would essentially mean that instead of the new law applying automatically for every Company Incorporated in Delaware, it would only apply to companies that affirmatively had a shareholder vote in favor of it. Cool. So, but that, so the house, there's so now the house has to consider the Senate bill has to consider this amendment. We are expecting very possibly that one. They will be some kind of vote on Tuesday, which will be alright. By the time people here, this it will have if we follow the schedule. Yeah. It'll be a day before this podcast post. Exactly. But if the and either this, you know, household vote in favor. Of the Senate version of the bill, which case on questionably, the governor will sign it or the house will take up the amendment or make some changes and which case it'll have to go back to the Senate and it will still be. So we may have another week or two of legislative, I mean their whole thing is they want to get it done before most Companies, get their proxy statements out because they're afraid that companies will otherwise vote to leave Delaware. So there's start putting those start putting this on that. Yeah, probably a read already did. So who did? I'm sorry a reach the sign OA reads got okay. Yeah so uh so Delaware's in a rush even if that even if the house rejects the Senate version and immense it, I'm sure the Senate will take it up very quickly. And so one way or another, in addition to following the statutory changes that are being proposed. It sounds like you've been paying pretty close attention to the political. Yeah. But I don't really have a whole lot of insight to Delaware politics, but there have been like, but this is the thing. Usually. Politics surrounding corporate law amendments. It was last year there were some and this year there are more and this is new that it's such a political process which is alright well hopefully we'll know more and and and we might we might the next the next time you and I are together talking. We may be talking about Senate Bill 21 and me and what it means for the world, right? Yeah, exactly right. Well let's let's wait and see. We won't be sounds like we won't be waiting too long now. So yeah. All right, let's let's wrap up. It's been great talking about about public to private or private or public companies and withhold votes and so, so we'll we'll leave it there. 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 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 at tooling.com EDU Our podcast is produced and distributed by free float media. Thanks for listening and we'll talk again soon.