Sarah Haan, Washington & Lee School of Law

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 as everyone here. Knows I'm usually talking and Lipton law professor at Tulane, but and is going to one more conference So, an and I invited Sarah Hahn a law professor at Washington and Lee law school to join us. Hey Sarah. Say hello. Hey, thank you for inviting me. I'm looking forward to this conversation. So are we? So am I And and Sarah are colleagues who kind of run in the same circles and so forth. Of course, I first saw Sarah's kind of scholarship and thinking and writing when I was doing a little bit on rational apathy, which we talked about on the podcast, I don't know. Sarah if you saw that or or so, what I put together, it was really curious about that and I did a post on it and then I talked about that on the podcast and she had this article that was great, it had a terrific definition Very concise definition of rational apathy. We can talk about that a little bit if we want, and it also had a wonderful reference to homo economicus. Which was just, of course, a phrase and a creature. That's dear to my University of Chicago free market heart. So, I don't know if you remember that. The homo economic is reference era, but I know. Yeah, I was, I was quite appreciative appreciative of that. I love talking about rational apathy, or shareholder. Passivity right now is good moment to talk about that because of its seems to be moving into our politics. Yes, we will. We that well that's part of the theme. I want to kind of get to today because Sarah has explored in some of her recent work connections between corporate governance and Civic governance or or really the parallels between shareholder and democracy, which we talked about a lot and kind of public democracy with that. Be a good way to talk about the the public sphere public democracy or Civic democracy. Yeah, I talk about political democracy and corporate democracy, right? Okay. Great great. So, I just want to make sure that we have the distinction, right, and she did that. Most recently in a really interesting article not a not a scholarly bit but a more widely distributed bit in pro-market, the University of Chicago business school Journal about how we can her theme and help me on. Sarah was how we can understand what's going on in current national Affairs, political democracy, by looking, not at developments, like overseas like in Hungary, or the Soviet, or Russia or someplace. But by instead by looking at developments And Trends in corporate governance and activism and so forth, rather than looking, at civic affairs and other countries. Do I kind of have that theme to express that kind of right? Yeah, exactly. Well, there are two political, scientists Steven Levitsky at Harvard and Luke and way at the University of Toronto, who have come out. And they've started writing about what Americans should basically expect in Democratic breakdown. So they sort of take for granted that were headed toward a form of authoritarianism. We are experiencing Democratic breakdown, and so they, Are essentially trying to counsel American. You know, here's what's coming and they look to foreign countries elected. dictators around the globe, said what they've said is that Where we have to look forward to a form of what they call competitive authoritarianism. And so they say, competitive authoritarianism is when you still have elections, but the elections are so skewed that they're always going to come out one way because the rules have been fixed. Does that sound like that sounds? That sounds a little familiar actually. And so it sounds like you basically took off on that. To and spend some time, looking at these issues. And, and then we can talk about how they reflect back on. So, not reflect back, and in corporate governance and corporate Affairs. So not only how those, what what I work on and what you study and securities and so forth, inform political democracy, but then what we can learn about that in in corporate governance, I suppose. Yeah, that's not familiar. I'd like to be, you know, in conversation both with the political scientists and with the corporate governance and security is laws Specialists, because I think, actually, both groups can kind of learn learn from each other as we head into Democratic breakdown. All right. Why don't we talk? Briefly about sort of the theme and sort of what you covered in the in the pro market article and then we can sort of discuss some of its implications. Would you help me with that please? Well, so I just essentially make the argument that competitive authoritarianism, has, you know, a different name in the United States, we call it corporate Democracy it is where you have these sort of entrenched and insiders who take control of the Machinery of corporate elections to keep themselves in power sort of in perpetuity. And there are a lot of reasons why someone would want to be in control of a big corporate Enterprise. And then I talked about some of the, the main mechanisms of controlling corporate elections and talk about how they can be translated into Political governance, right? So things like we were just talking about shareholder passivity or rationality, yeah. Okay, right? Or differences in vote, allocations voting power, right? Or just micromanaging the administration of Elections. I think that's a big one that you see a lot of in corporate democracy and we're seeing more and more of it in political democracy. And then at the end, you know, one of the nice things, I think that livesky doing when they write about, Competitive authoritarianism is they asked well what are the sort of sources of democratic resilience that we might be able to follow? How can how can how can these institutions recover? Yeah, and I think it's interesting. One of the curious things to me about the American corporation is that, it has had a foundational Democratic structure, for more than 200 years. Yeah. When you go into a corporate law, classroom, what you're likely to hear from a standard corporate law professor, is that democracy is really irrelevant to corporate governance. And yet we retained this fundamental Democratic structure for more than 200 years. So that's what's kind of interesting to sort of wonder about that and whether democracy is The functioning of Corporations and whether it also plays maybe a bigger role in our society, right? Well, let's explore. There's some of the parallels here again. Are we can, we can kind of dig into a little bit, you know, while there's many many features to and again, I bring I come from this from the corporate perspective, rather than the political perspective. You know, when the main main event and we're coming up on this is elections and the elections, I'm talking about are bored elections. Where where, where we're looking for, you know, seats on a board of directors, but some even some of the language starts to get kind of similar, talk about campaigning, and Counting votes, and so forth. And so, there's a lot of these kind of parallels. And, and, you know, for a long time I think, at least on the corporate side, where I'm coming from, You know, people sort of ignored or willfully kind of didn't look at some of the parallels here, but I think they're becoming a lot more. A lot more relevant as as we've thought more about elections, you know, in the US, you know, more continuous elections and so forth. And as The parties in corporate elections, have become a lot more sophisticated with public relations efforts and how to count votes and how to manage votes and so forth. So we're we talked mostly about the actual action and I suppose there's probably some similarities there between the the actual elections themselves in a board election for a company and then also in, in civil collections. So maybe kind of kind of look at some of those a little bit. Well, yeah, all the bees are there. I mean one Well, so, I mean, depending on how granular we want to get, I mean, there's just basic a basic accountability mechanism there, that I want to highlight right, which is the foundational idea that the leader is accountable to the people who elect them, right? And so, that is, that is a very important idea in all forms of democracy. And then, of course, you have all the election mechanics that are implemented to sort of actualize democracy, right? So how often are you having elections? I mean, ironically, corporate elections happen, so much more frequently than political elections. Most, of the time, most of the time, there's plenty of times, where companies Play around with that schedule. So here, the companies companies are in control of the schedule of Elections. And there's there's laws that require them to hold them at a certain frequency, but if they don't, you have to go take them to court in the US elections. Just happen. There's no, I don't think there's any need to compel an election in the I was rare, right? Well, I can't think of any off the top of my head, but I think I really similar. Honestly, I mean, when you get somebody in a position of power and they don't want to give up power, how do you compel them to hold an election, right? Yeah, right. You know, we're going to be canceling election national elections here in 2028. I don't know, I hope not. Well, that's right, because Donald Trump faces a sort of hard stop on his presidency. And, you know, maybe he will try to reject that which, and he'll be learning from their certain companies. I'm working on one now where they haven't held the board meeting ATM, or in 12, or 13, or 14 months and we're about to, I'm in the court, have an election. Well, another thing that you see in corporate elections sometimes is playing around with particular board candidates where, you know, the incumbent board will nominate somebody to the board so that they becoming incumbent, right? And then maybe not run them for reelection, and then after the election, just by board Fiat, place them on the board again Just appointment will one company that I have seen do. This Is ExxonMobil, they've played a little bit around with putting people on the board by board board Fiat, you know, the board just elects them and, you know, putting off these shareholder determinations about whether that candidate should be on the board. So, you know, yeah, that's exactly right. There are a lot of ways to play games. One of the things, I guess that I try to say in my piece is that in corporate elections. There is a lot of comfort with this game playing or maybe another way to say that is Corporate leaders, get away with a lot of game playing. And that's why I think we should sort of be aware of that as corporate leaders, move into politics because that Comfort level they have with playing around with the rules of the game. They're going to bring that Comfort level, and that may be shamelessness, if you will, they're going to import it right into our politics and things that Were Unthinkable. A few years ago are suddenly going to be happening and we're going to have to react to it and part of your point, I guess is that they were Unthinkable, but they were thinkable. In the past 20, or 30, or more years in this whole different realm. And, and there's a, and interestingly, some of the same people are now becoming a lot more prominent in in political democracy at this point. You know, between Elon Musk who's got, his is, you know, experience his share of experience with corporate corporate governance stuff. And Steve Bannon came from, you know, Goldman Sachs, from a corporate, you know, background. I mean bunch of absolutely. Yeah. Right. Right. I mean it's not a coincidence that we're starting to see all of these men just step over for right out of corporate leadership into Political leadership they're just seamlessly making that transition, right? And borrowing some of the same techniques. All right, so there's actually some other interesting parallels here that I want to kind of you know, we've talked a little bit about you know, rational apathy and and how just how Corporate Leaders boards kind of rely on apathetic shareholders, political leaders rely on apathetic voters or to try to kind of focus. The election, only on the least, apathetic voters, that they know they're going to support them. And that there's a parallel there between, you know, in focusing, I suppose on some of the biggest funds in Board elections, I think, you know, they're, they're less incentive to be kind of apathy, you know, apathetic, they have more incentive to mount a vote. Does that? That's probably where we're rationally. Apathy probably has its biggest. I think application here is that is that sound right? Well I mean I I've written quite a bit about the pathology of passivity and this idea that corporate leaders for many decades, cultivated a sense of passivity, you know, they tried to encourage your holders to be passive. So that you know, when they voted the proxies, they would be in full control, then I think they got kind of a Nast. When asset managers. Started Awakening, right? And so that has really shifted power dynamics in corporate governance. Wouldn't it be nice? I'm sure. They all think, if we could just go back to the days where all shareholders were super passive and then just listen, just just adopted the corporate recommendation and so forth. Or, you know, there was, there was a hole, you know, broker voting, which is really been limited. That was a way to kind of encourage or kind of get around, you know, encourage apathy so interesting. Okay, cool. So right because Brokers could be relied on to vote the way management wanted. Yeah, exactly. There's there's a couple other places where this comes up and then there's some some specific applications that we can probably talk about there. Seems to be a parallel between kind of ballot access in political democracy or civic affairs. You know, the whole process for just getting onto a ballot, you know, petitions and so forth, you know, put political science of study, this for, you know, Generations, there's seems to be a parallel between that and like advanced notice bylaws. And, and all the different ways that companies kind of try to stop. Shareholder democracy kind of before it starts. Does that does that kind of ring true for you as well or something that you kind of have seen? Yeah, 100%. I mean as soon as we started to see some competitiveness come to corporate elections and you know, the last 20 years or so. When you know, we've started to see sort of more democracy or more democratic features in corporate governance, we started seeing more roadblocks being invented by creative corporate lawyers, right? And so and I don't blame them, right? That's their job is just, right. They were aided in some part by, you know, friendly courts, including in Delaware, which is basically allowed all sorts of form. They've limited it lately, but, you know, the whole idea of advanced known as bias. You know, the Delaware Chance Record basically allows right advance. Notice bylaws are agreed example of that because you can really throw up these roadblocks to participation and it's really just up to the courts, to eventually, create some guardrails and say, Know that you've taken it too far. You finally take it too far and we won't know how far is too far until, you know, we get, we get the cases or I guess until the Delaware stats legislature weighs in, they act finally. And then there seems to be one final parallel between kind of dual class shares and maybe like the US electoral college. Does that? Is that is that is that roughly correct? Or is there is there some, some fundamental difference there that? Yeah, you know, we're not talking about corporate democracy? You know, one of the First Reactions, I tend to get a specialty from from corporate, law types is that, you know, corporate democracies so different, from political democracy because we have equality in political elections. And, you know, we just have completely rejected that and corporate elections because we use one share, one vote and in corporate elections and what's so strange about that of course is it's just completely wrong. I mean, we do have this principle, and I think this ideal of one person, one vote in American political elections, that didn't really exist. As a constitutional law idea, until the 1960s, believe it or not until the voting right act finally, established that conclusively. Yes. Well, and there's case law right? Where the United States. Supreme Court, basically, imposed this rule or this idea of one person, one vote. But it doesn't extend, for example, to our election of the United States Senate, right? So we don't yes, exactly. And it doesn't extend to the electoral college, right? So, So, if you are a voter in Wyoming, your vote for president counts more than if you are a lot more than a voter in California. And so, this idea, this idea that I think a lot of Americans have that. Well, it's just, we're really wedded to one person. One vote in this sort of mathematically. Perfect. Equality in political governance. We're so virtuous and political governance and it's so different from corporate governance is I think wrong. And what I say in this piece on pro market is that, you know, corporate governance. We're actually pretty comfortable with different vote allocations and with the idea of inequality in voting and that's another area where I expect to see when you move, corporate leaders into our political governance, they're going to bring these ideas with them, and they're going to also try to exploit differences in vote allocations, and I think we're seeing Elon Musk already doing this. Wow. All right. So there's so maybe, maybe some form of dual. Class shares in civil elections. It's going to start to start the already has, but it may be even more Stark. Yeah, I would say it already sort of exists. Another example, you know, of ways that we sort of play around with, you know, who gets to vote for what representative and anyway. So in politics, you know, there's a lot of playing around and in corporate governance. There's a lot of playing around. It turns around turns out and I just think that the two are kind of converging Wow. Alright hey I want to cover some of the more specific applications as I hinted at and when we introduced all this in in you know corporate governance and activism and so forth. And then talk about a few other things about you and your research and so forth. But let's do that, after we take a little break Older Primacy is brought to you by free flow analytics.com. The only free database of corporate directors, their influence and their performance Fiona Stocker, retirement, plan go to free flow, 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 Sarah, Hahn of Washington and Lee School of Law. We were talking for a little bit about the parallels between Civic and corporate elections or political and shareholders democracy. I want to return to that, and reflect it back onto some very specific issues in Activism and securities line, and really in companies and sort of, figure out what we can learn there, from what we're starting to see in Civic, or political democracy. So, one thing that activism and talking about, you know, endlessly is the impact of the universal proxy card. On elections and there's already been some interesting impacts about how elections are Board elections are running and so forth. One thing that has started to become, an interesting feature is Board elections are getting to be a lot more personal. We're not necessarily talking about how, you know, an activists thesis compares to a company's plan, but we're starting to really go candidate by candidate and Board elections. And smart activists are starting to make that make those comparisons, very easy. And to really point out the advantages of some of their Challengers and a slate compared to some of the incumbent board directors. This has got a sound familiar to anybody who is trying to make these comparisons to civil elections this same way that way to you. Well, 100%, I mean, this is the consequence of moving from the sort of a regional proxy to the universal proxy where voters can now mix and match, right? So before before the universal proxy, you were basically voting for a whole group actually, you just kind of had a binary choice, you know, approve of what management was doing or don't and now you can granularly sort of look at the candidates and comp, Are the qualities of the candidates and one by one? Exactly. Right, and you know, if there's one new person that you think should be on the board, you have to choose somebody you're not going to vote for and so then you know you're called on to sort of pick the weak one. And so I think we see in the Electoral cycle we see activists you know trying to pick off the week directors and that is that is a wake up call for directors and that's and that's but there are lessons to be had from cervical elections where that happens routinely. Right? I mean that happens all the time where, you know? Yeah. I mean, you know, I guess the go-to thing that makes me think of, of course, is the extraordinary expense of regular political elections. I mean, one of the reasons we spend so much money on our elections is because you have all of these campaign ads, and videos and media, because you really have to present each candidate in each candidates, trying to present themselves in the most favorable light and doing that, you know, using modern media. And, of course, you know anybody who watch that big Disney. Proxy fight. Years every every potential source of media and promotional stuff up my understanding is that it may have not been that one but maybe another proxy contest where at least one or both the parties at hired, Washington political Consultants. Oh yeah, that makes a lot of sense to me. My understanding is that proxy contest cost about 70 million dollars, which is about as much as your median run of the mill, gubernatorial election. Yeah, exactly. So right, I think there's another interesting application to how either within the context of a board election, or possibly outside how shareholders, or how Activists. And Company leadership communicates with shareholders. And let me kind of set the stage for this comparison a little bit. I frequently. Will talk to an activist who says, I'm really upset with the company. The share price is really in the, in the in the depths I am going to I want to write a letter. I'm going to write, I'm going to send a news release now. I'm going to communicate with the CEO. I'm going to tell them what I think. And I'm telling them, they're wasting their time. They need to be communicating with their shareholders. That one shareholder needs to be talking to all the other shareholders and saying, this is my I'm trying. I'm trying to persuade you that. I'm right. And similarly a smart CEO or smart board is going to use and they have some natural advantages here in community, kind of like, in the incumbency advantage and civil collections Um, in terms of communicating with their shareholders. So you know, it's it's much less important that the activists be talking to the board and much more important that they assimilate with the board that they be talking to shareholders that probably Rings. True. In terms of, in terms of the whole context of Civic, cervical, elections and political democracy, would it? Yeah, I know, I, I think that's an interesting insight and I certainly, in political democracy, you know, Citizens engage in Collective action, right by sort of associating together and, and communicating and sort of building campaigns. And yeah, we're just basically seeing a lot of the same behavior now and in corporate governance with the Proviso. I guess that, you know, it's possible for regulations to To put some limits on shareholder communication or there are, you know, behind the scenes. Kind of communication can be limited. That might be something that we're expecting to see. We might see more of that under a trump. But yeah, but I mean anything sort of public that's out in the public domain is also going to discipline management and they'll be forced to respond to it. Yeah. Just like in politics my grade a little bit to talk about some of the Regulatory and legal environment in which all this kind of takes place. You know, elections corporate elections in the US. Are regulated sort of, in two ways. There's there's state level, you know, most of the biggest state, of course, Delaware and then all. So, there's some Federal Regulation of corporate elections mostly relating to the communication. Around the election. I think, I think that's roughly the way to think about how Corporate elections are regulated. Is that seem to be correct? Yeah, that's, that's right. I mean, it is so strange the way that that it all developed over many decades but, because we use delegated voting in corporate elections. In other words, shareholders votes tend to be exercised by someone else by proxy. Exactly. You appoint a proxy, right? You can't do that in collections. There's one big difference. Get it yet, and in political elections, you know? But it's extremely powerful for corporate incumbents to be able to exercise, somebody else's vote and cast that vote for themselves. That's, that's, you know, if Donald Trump can figure out a way to exercise that power in political elections. I'm sure. He'll do it. That would be, that would be a big development. Okay, go ahead. Yeah, it would be a huge. Sea change in the way we think about our political elections but one of I think many. So yeah, so we Have. Many, this led to the practice of proxy solicitation and then, you know, around the time of the Great Depression. There was all of this concern that the proxy system had been basically become subject to abuse. So, during the New Deal, Well right, I mean, I think there's a real question as to whether we're just going to sort of recreate the Great Depression and the New Deal in the next few years, we'll just reinvent the wheel I guess. But you know, we got the 1934 act, which allowed, you know, the the ACT which created the SEC. Also authorized the SEC to regulate the proxy system. So they won't authorized to make foundational corporate law. But there's a lot of overlap between regulating the proxy system because proxy system is Corporate elections so they can regulate some aspects Of corporate elections and they invented the proxy statement in the SEC just invented that out of whole cloth. And then started saying, here are the things you need to put in the proxy state. Right? Here's the kind of information requirements. Yeah. But, you know, states were not doing that, you know, there was no equivalent of the proxy statement developed under State corporate law before the late 1930s. So anyway, as a result, we ended up with this sort of mess, where some aspects of corporate governance are in corporate elections, or regulated by the state and others are regulated by the feds. And, you know, specifically the SEC there and sometimes they delegate, they delegate a little bit of that like, to exchanges or something like that. But it's largely the SCC. Yeah. It's become very complicated, which is good for lawyers because that's how we add value, right? But it seems to be that's that would be something of a difference then between Civic and corporate democracy and elections, which is that Civic is almost entirely regulated at the at the local level. And we have this kind of layer of kind of corporate of national regulation of Elections and so forth at the federal level through the Seas, which could be changing depending on sort of what, what happens next for years, I suppose at the SEC, I don't see much change. I mean, there's some changes cooking in Delaware, which we can mention. I'm sure I do think, right? I mean it's about that as you start to see Delaware lose some of its Cloud if that is what's going to happen and there's going to be more competition among the states and it becomes as academics like to say. And like, to really worry about us sort of race to the bottom. If that is the way corporate law is headed, they'll become more pressure to federalize, corporate law, and all of it. So it's been talked about on and off Yes, more than 100 years. Yeah, right. So that would be an interesting departure. From this parallel, where there seems to be this, you know, even more gravitational and civic affairs to regulating elections at the local level conceivably. It could go. Again, a lot of the techniques and so forth, there's parallels will be this, you know, aren't going to change but you know, regulation of corporate at least corporate democracy, you know, gravitating more to the federal level, it could be, could be an interesting development. Wow. Well, it'll subject everything to Greater polarization because in other words, I think we'd be kind of whipsawed because with every time the administration changes, I mean, we're sort of experiencing this now. Every time you Administration changes, all the rules of the game are really. Oh, sure. And that is problematic. I mean, our current system where, you know, we have 50 states and they each have their own sort of corporate governance regime. And I mean, to some extent that is insulating The system, The Wider sort of corporate economy, from what seems to be the polarization. The polarization and the shifting Winds of political Affairs. Right it's I mean you know setting aside what's going on in Delaware and how many incorporations are going to lose to Nevada, Texas and so forth, the regulation of corporate law including elections, but other things is fairly consistent, you know, year to year, you know, even decade to decade. I mean there's Trends but it changes kind of slowly. That's one of the, one of the advantages I suppose of a place, like, Delaware. Some other, some other good States. It changes slowly precisely because right, it's so dispersed. And that's why I think it's kind of alarming to start to see States. Uh, you know. Announcing that they're going to change radically change their law, and it's going to be now an outlier that must be, that's got to be a real real shock. Yes. It is such an exciting time to be a corporate law, professor. It's like being a professor of constitutional law, right? Okay. Well, let's talk a little bit about some of your professorship and some of your your other work you. I do know you teach it. I think you said you teach a class on proxy contest. Is that right? I thought sort of a one credit intensive on proxy contest at UVA last semester. Yeah, I mean proxy, contests are becoming a really hot topic in part, you know, you've been circulating data yourself about how the universal proxy causing more proxy contest and that's, you know, headline news, that's a really big deal. And of course, for lawyers or budding lawyers, you know the proxy contest kind of represents an industrial complex. You're able to stay very busy. So, what was some of the curriculum in the class? Oh, I mean, we talked about, you know, we started because it's a law class, some of the intellectual underpinnings, right? Why do we have elections in corporate law at all? What are they doing? And then, you know who pays for it. One of the big legal questions related to proxy contest is who should pay for corporate elections. If we think they're a valuable thing to have, I have an answer. Oh, I love to hear your answer. Not me, pay for the whole thing and should reimburse me when I have to spend money on it, but that's, that's a minority View. I'm level it makes a lot of sense if the corporation is getting value out of testing its leadership through regular elections, if that's bringing value to the Enterprise, and I think people believe that it does, that's why we do them then it would make sense for the corporation to pay for them. But they're all kinds of interesting theories out there about. You know, how you incentivize just exactly the right amount of activism that's been a long standing complain about activists is that when we run a proxy contest, we're spending our money. And when a company is involved in a proxy spent our conscience, they're also spending our money, Yeah, but I mean In fairness though, if you were to open it up, completely, I think you'd get a lot of crackpots. I mean, I think The history of American corporate governance shows that just like in political governance. There are a lot of crackpots out there just sort of waiting for their opportunity. Exactly. And then and that's some of, you know, when you think about like Public Funding of Elections Which is, you know, there's a parallel, another parallel here. Between, you know, what kind of funding of corporate elections? What should funding of corporate elections look like so? Yeah, yeah. And then we looked at in the class. We looked at all of this sort of mechanics of, you know, practicing, does a really complicated, you know, even just sort of figuring out who's casting, who's vote is really interesting and complicated. We looked at some high-profile proxy contest one that really interested me was the the proxy contest that kind of petered out at, or was settled at Starbucks because that was a laboring with the SEIU write proxy contest. And there was there's commentary suggesting that the union maybe never really wanted to actually, you know, bring the election to vote that really, they were always sort of looking just to move leadership on the issues. They care about and they're very specific labor organizing issues, right? Right in the day, they were successful at doing that. And so then, you know, I mean, there's another, there's another perspective that, in fact, they were starting to fail. And so they kind of gave up and claimed, whatever Victory they could. Because, you know, there were plenty of others. Again, this, we have to appeal to all the electorate, the shareholders. And sort of sort of see, you know, if you're if I mean, the problem is there you can't, you know, you can sort of give up in the middle of playing Victory, if you're, in a civil action, it's kind of hard once you're nominated to. You got to take it through to the end and if you lose badly, it just accept it. Yes. Well, I mean, let me ask you, what? Are you sure what proxy contest do you see as being the headline, proxy contest in 2025 to can we can we tell yet? Well, a biggie that we just saw concluded and again the lens I look at is how Universal proxy that's kind of been my hobby. A really interesting one was are products and man told Ridge. That was that just concluded. Mantle Ridge, originally, and illustrates some of the truths about Universal proxy. So, well, that mantle Ridge. Originally nominated seven or eight people, I think for a nine or 10 person board. I'm really, I mean, we're looking for a big majority. A probably quickly figured out the extent of support that they could expect. And in a timely way, scaled it back to four candidates and Air Products was a sick company, they needed, they needed some help. They, you know, a significant unhappy shareholder base, they took it to an election. They did not settle this, which is, you know, a big Trend a lot because after University a lot of contests, getting settled and settled on much more favorable terms, so to activists, and in the past, And and the, and if you know the, the principal of Manor Ridge, has got him a lot. Who worked a lot with Bill Ackman at Pershing Square, really experienced serious. Activists really knows what he's doing. And after the election, they won himself and two other people won three out of four of the seats they were looking for. And they were basically calibrated very specifically, the amount the extent of support they could expect from shareholders and nominated almost exactly the number of seats needed to express that support. And it was, you know, in some ways it was a very straightforward, kind of, kind of proxy. Kindness there wasn't a whole lot of, you know, negativity it was a little bit but it was, you know, there was any kind of shenanigans there was it just it just was a very specific expression of what I think University was designed to achieve. So that was, that was the one that most impressed me so far this year, there's a whole long list that are kind of cooking right now that, you know, again, they reflect a lot of the same Same stuff we've been talking on us, some of the truths about how they're getting more personal about how the communications becoming a lot more important. And a lot of the stuff that, you know, that you've been studying and making these comparisons to our starting to find their way here. You know, one thing that interests me, you know, connecting with something that you were just talking about is whether certain activists are going to develop a real reputation for being just, you know, super small and An essentially leaders that should be followed by other investors. So that they they basically, I'm going to analogize them now, to sort of political parties. But this idea that you might have sort of a group of, you know, a group of people who are watching a de facto leader right in activist who sort of like a leader who, when they go after a company, everybody kind of gets in line behind them. And says, you know, if bill says that this company needs a change, really good at communicating and so forth. And that's, that's a really interesting parallel. Because you're right, there's there's going to be in civic affairs. There's certain kind of, you know, leaders that just develop a following and that's definitely possible here. And what's, so interesting about that is most activists You know at their core are like portfolio managers and financial analysts they don't you know they don't think hard about how to communicate. Okay. You know if you look at some of the presentation documents that they come up with you know these 50 80 100 or more page PowerPoint documents, you know, getting into minute detail about their their case, you know, that's hard. You know, that's hard for an electorate to kind of kind of consumed and there's going to be others that kind of combine a flair for communicating with, you know, thorough analysis of the issues of policy. Okay. And some amount of power politics here, you know there's some of the some of that that happens okay where if if you're someone like Elliot you know Elliot is feared because you know, they're they're willing to use all the potential tools and will spend money. On on this kind of stuff that is definitely, you know, a possibility here of almost a likelihood. Yeah, I agree that there will be some sort of, you know, small set of a very shrewd activists that are willing to, you know, go beyond the their financial analytical shops. To to spend the kind of money and learn how to communicate with other shareholders in a very in a very slick way. Wow. Yeah. And then it be the question is, does that then become a sort of Proving Ground to then transition over into politics, right? I mean, it's all very similar, right? If you can really raise your profile through shareholder activism and suddenly, you know, proxy contest matter more. They're in the press and you've got these swashbuckling activists and suddenly they're becoming more like household names. Why not just make that leap into why not create agency? She hasn't done corporate you know shareholder activism. Well he's not another kind of activism at Harvard and yes. Yes, he's been talked about as someone. Hey, maybe he's got a career in politics. Anyway, there is so much more that we could talk about. This is just so fun. I'd love to hear more about some of your other research. We talked about that a little bit and so forth, but we'll probably have to have to have another discussion, maybe in a little while after proxies using the sort of see if some of our theories of worked out about what's going to happen. I would love that. So let's let's do this some more. What do you say? Terrific. All right, cool. Let's let's wrap up. Let's get people here. A little break to think about everything we've talked about. Okay? So, thanks, Sarah. It's a terrific talking about all this. This is shareholder Primacy. Normally hosted by Ann Lipton and me Mike Levin. I'm an independent activist investor and advisor to investors about their activists situation. But instead of Anne, we've been talking to Sarah. Hands. She holds an endowed chair at Washington and Lee School of Law. You can find me Mike at the activist investor.com and you can find Sarah at wlu.edu. Our podcast is producing distributed by free. Floating media. Thanks for listening.