Transcript
Welcome to shareholder Primacy from free float media. A podcast about activist investing Securities Law, and all the ways, the financial and legal world's intersect and Collide in real life. I'm here with and Lipton as always a law, professor a very busy law professor at Tulane in New Orleans who teaches in research and securities and business loss. She holds it the legal end of our podcast, and that's Michael Van and activist investor who lives and works in Chicago. He covers the financial side of our podcast. Um, yes, though, we're we have a lot more legal stuff than financial stuff to talk about lately today. We'd like to spend the show talking about SEC form D and G some technology with some very thirteen day 13. DJ what these are how they work and then of course, some very new and interesting rules that the SEC plans to impose on them. Yeah. And this is actually part of a larger story of a bunch of changes, both to federal law, and apparently soon to Delaware law that will significantly change. I think the balance of power between management and investors. So they'll like me in that affect different types of investors in different ways, but will be devoting a couple of podcasts to explaining And discussing exactly what's going on. And what investors and companies might need to know about the changing environment. But we're starting with 13 D and 13th and 13 G, which is normally pretty, pretty routine stuff. So you've been, you've been a busy person in a lot of writing, a lot of blogging. Questions, there's there's plenty of stuff that's developed between this and other SEC things in Delaware. So let's let's plunge into the, the dng stuff. If we met. Yeah, let's begin at the very beginning. What do we mean? What is not form? 13d and G but what is section 13? Yeah, I guessing of SEC regulation, right? Well actually statute, it's a statue. Okay. Yeah, the story goes back to. Yeah, it goes. It's an actual law passed by Congress Congress. Congress took his stand here with Congress used to do that. Yes, when they used to do that in 1968, Um, when hostile tender offers were like, the new big thing. And at that time, these were entirely unregulated and there was no such thing as a poison pill. That wouldn't be invented for like another 20 years. So corporate boards were sort of like sitting ducks. And a lot of these tender offers were coercive, there was very little information about the acquirer, and they were often structured in two tiers so that the acquire would pay some figure to anyone who tendered in. But then as soon as they got control of the company with 50% they'd close the offer and then they do their control to squeeze out, everyone else at a lower price, which meant shareholders were sort of stampeded into accepting the tender offer, so that they could avoid getting stuck in the squeeze out at the back end. So, Congress, Congress said to address this with the Williams Act and the ACT, put a whole new series of regulations on tender offers. But the relevant one, here was section 13 D, and it was just a disclosure requirement. If anyone gets 5% of a company shares originally was 10%, but they lowered it almost immediately if anyone gets five percent of a Companies shares they have to disclose their position. And the theory was that that would serve as an early warning signal or boards and shareholders that there was a shark in the water. So, under today's rules, once you cross that 5% threshold, you have five days to file a form disclosing that you're there and disclosing your plans for the stock and if anything changes, if you increase, or decrease your position by more than 1%, or if any of your plans change, then you have two days to file a new form with the updated information, including the last 60 days worth of trades in the stocks. So it's actually a rather details form that you have to find. So when so section 13, D began at 4:13 D which I schedule 30 of schedule 13 which I which I do plenty of for. I've done my share of yeah which is a medium to large hassle. Yes. In terms of its extensive detail and terms of its timing the deadlines for filing this just got updated. About a year or so ago. So you now have less time to file your updates five days in two days and what is intended and and, you know, activists routinely accept this and sometimes even use it to their advantage. Sometimes you can use a deed to like convey stuff that you'd like to kind of send out in a certain way. But again, mostly it's viewed as some sort of, you know, regulatory red tape. And so there it is. So you got to file this D when you cross 5% you gotta. Yeah, do all these disclosures. So why do black rock and well? It's let's talk, you know, how does this affect these? The big, the big index these days? Well, because the concern is of 13 D is about someone getting control of a company, the SEC defines ownership like crossing the 5% threshold ownership to include anyone who has the power to dispose of shares meaning to buy and sell them. And anyone who has voting control of the shares, even if they Don't actually have title like the sponsor of a mutual fund who makes phoning decisions and purchases decisions on behalf of a fund. So also 13 D has this concept of groups. So the fear at the time, was investors would get cute and kind of divide their Holdings among different vehicles or two evade, the five percent exactly or two investors would work together. Each withholdings just before the 5% so under the rules, if you coordinate your activity, even if you're two different investors your group for the purposes of counting to five percent, which means the largest asset managers BlackRock Vanguard Fidelity. When you include all of the hundreds of funds, they could control each of them easily count as owners of more than 5% of 1,000 of companies. Now technically, they don't own the stock, the mutual funds on the stock, but they have control over how the shares are voted. And for the most part each family coordinates voting, all grouped together and it's not just the funds, any clients that they have their own brokerage accounts like a Fidelity brokerage account. For example, if the daily has Discretionary power to vote those shares or discretionary power to buy and selling separately. Separate magicians. Exactly then fidelity. Now, if these mutual funds had to file a new form every time they're holding is increased or decreased by 1% every time I traded exactly. And then disclose all the trades in the past 60 days. I mean that's all they'd never do. They never do anything else. They'd be disclosing every time someone bought or sold mutual fund shares because the funding multiple 13 dies, like accidentally plus they'd be revealing client confidential information like because if, for the separate accounts so it's just not feasible. So the statute and SEC rules have an exception. If you're a passive holder, if you obtain your shares, just for investment with outlining to influence the company, you get a simplified Reporting System. You only have to update your forms every quarter. You don't have to list all your past trades and that passive forum and said of being a scheduled 13 D. It's called a 13 G. And by the way, when I say this, I have to say, I'm like, cribbing, the research that was done by guy named John Morley, who wrote a article. You'll love, it's called too big to be activest where he wrote about how How these mutual funds really need to file on schedule 13d. So it's crucial that they be deemed passive so that they don't have to follow a 13 D. All right. So so there's so the default is d. Yeah. And and and you, and you can sort of take advantage of this this exception which I think is. Yeah. It's that says okay and if you if you have no intention of influencing or controlling or doing and there's probably some good verbiage there that we should debate at some point, are we? Well, then you you benefit from G, which is the much looser disclosure. Right requirement, exactly. So it's seems like this whole thing turns on what we mean by active and passive is that that's that's the critical issue. What is passive? Because what do we mean? It's changing. So the idea is that back in the 2000s, ish mutual funds were really really passive like they barely voted or they always voted with management that kind of thing and the SEC started criticizing them. The sec's view was that mutual fund companies are fiduciaries to their clients and they have an obligation to vote their shares and their clients best interest. So, in 2003, they created this rule, mutual fund companies, are required required to develop proxy voting policies and publicly disclose those policies. So now every mutual fund company has a big list of their proxy voting policies. They update them every year their big news like so black rocks voting policies say they're stewardship, guidelines that they rather have companies have single class boards. They have used on Executive comp and they say, if they don't if companies adopt plans, they don't like they made shoes to vote against the responsible directors. So and this is all because the SEC was encouraging them to get involved with corporate stewardship. So they built out a whole governance practice where they periodically meet with police, all these big stewardship teams. Exactly. But That all of that was, you know, prodded essentially, by The Regulators as you see and also the Department of Labor because they handle retirement. Oh because, and this is because the votes are viewed as a that are that are viewed, as deserving of fiduciary duty Judiciary responsibility. Okay, exactly. So that raised, the question does all of that, which I must emphasize their required to do. Does that make them active holders? And the SEC said, no. No, it doesn't. And it did that through something called a CD. And I So what does that stand for? So, okay, that's stands for what it stands for compliance and disclosure interpretation. So the idea is that sometimes the SEC acts by formally putting out a binding Rule and that goes through a whole public process. It's approved by the commission, it takes forever, but a lot of the time instead of putting out a formal rule, it just offers guidance like how it at the staff. Level, not even the head commission, people think about the interpretation of the rules. But even though staff and it's not binding, I mean, the staff is going to go Rogue. They're obviously taking their signals from the commission and its kind of, yeah, 2616, and it put out a CD and I that said, if you're just concerned about Corporate social responsibility, or ESG, or executive cop, and you generally across the board dislike takeover defenses, that doesn't make you an active holder. You can still file this passive so that was fine. Let me Mutual companies can continue, as they always did until February 11th. Now, last week, yeah, exactly. So under the Trump Administration, the SEC went in and changed its guidance to say that if you tell companies you want these kinds of governance changes ESG stuff, but also remove a staggered board, change the executive comp. And if you say that you'll vote against directors over it, you might be active. And you don't even have to say it explicitly. The guidance says that an implicit vote, a threat to vote against directors counts. So okay, so that was. So let's so just to recap for a moment. Yeah, so for very many years, the all these investors and again you have to file a g or a d if you own more than 5% but you know having arrangements with other Cheryl. There's good. Push you over that level? And again activists are very familiar with that principle but doesn't matter because most of these big funds are going to be over anyway without forming a group. So they were routinely in meeting with talking to having phone calls and in-person meetings. There's meetings right with their portfolio company. They put it on their website. Like how many thousands of engagements they had over here? We engage routine. Yeah and that was viewed as so to speak passive and they were allowed to continue to file geese like routine, 35 schedule. And then last week, there was a shift. In what the staff would View and in terms of like recommending enforcement actions against company or investors and these enforcement actions were for bad disclosure, you know. Yeah. If they're not filing should have been filing a d instead of a g and So, all the stuff you've been doing, can be interpreted to be active. Exactly. Okay. Why, why do we decided to do this? Well, so, okay. So there right now, the SEC is not working with the full five Commissioners because some Democrats, resign, they have an appointed, the new commissioner. So, right? The acting commissioner now is Mark. Yeah, and he's actually giving speeches about this. He's been very transparent, his view is that once upon a time, all director voting was under a plurality standard so that even if they didn't get a majority of those cast, as long as there was an active proxy contest, you could be sure they'd be seated in that context if you're a big mutual fund and you say, well I won't vote for you unless you get rid of your poison pill it wouldn't matter they'd still get seated right there. So there was no, like practical impact. Exactly. Exactly. And the previous guidance that was actually written in 2016, but it was based on older guidance. This idea that was that came from this plurality standard But commissioner yetis view is that today. So many companies have majority votes standards for directors. See and I say exactly you're already looking so you have to go. So yeah but his view is that because so many companies have majority votes. Standards that if a big shareholder, like BlackRock says, well, I won't vote for your this. Got the head of your cop. If you don't change your executive comp policies, that really makes a difference and that makes you active. So the vote more material because of the shift. And, and it's worth saying Commissioner your way to is correct. Most of the S&P 500 and a lot, not as many other. Like the Russell 3000 have this majority, they say they do, but they don't do it. It's in the Bible, it's worth like majority. Plus we're like you have to offer your resignation and the board may or may not accept it right? Yeah. This whole problem of zombie directors so I think I think his reasoning Is is on paper accurate, but practically speaking is a little, yeah, that doesn't understand life. But the what happens in real life here that was apparently his view because that's a speech he gave and blow and behold now is the acting commissioner in the guidance change now. So that large asset managers obviously, they cannot cannot risk being forced to file on schedule 13 G. So suddenly reported that BlackRock and Vanguard immediately started canceling their meetings to the middle of the proxy, even Black Rock, I guess. Started just started. Yeah, we just resume. Yeah. Right. The CD and I, I just want to say that this CD and I the way it's worded, it's very much about engagement taking meetings. Not this posting voting guidelines. So maybe the guidelines themselves are okay. But I don't know how long that lasts, because remember, the CD and I says, implicit threats are bad and I don't know what's more of an implicit threat than putting up a voting guide line that says, if you don't do it this way, then we may vote against you like, what else seems pretty explicit to me. Actually, so that's The last thing I'll say though but like before we get to the second segment I just want to say about this when we talk about corporate law in the academic space, when academics talk about it they call it private ordering. They say this is really just about private Arrangements between investors and managers. The whole field of corporate law is put into the category of private law and to me that's like Ludacris, there's nothing private about this. This is the state very specifically and deliberately imposing governance obligations on investors in the 2000s and then using its ability to bury those investors in paperwork to suddenly take away those take away those governance obligations and actually take them out of the governance business overnight. So there's this is not private ordering. This is State ordering. Let me ask one quick question and we can take we've talked before. Who the SEC? Trying whose interests the SDC is trying to defend. And I always think, you know, when I ever think about, you know, changes in rags or enforcement or something the SEC its primary that exclusive, but its primary goal is to defend investors shareholders, you know, you know not really orphans widows and orphans or Mom but it defended investors, okay. They're not as interested in trying to make you know, help companies out so forth. Do you think investors were demanding more information? It demanding that these 5% holders disclose more about what they were doing. Well, I think, I don't think they were, they need details of whether BlackRock how many people traded in and out of a BlackRock fund on The Daily like that, like, that does not sound. Like, I understand why they wanted to know the activist trades, but wanting to know what, like, how many people went in and out of a black rock fund every for the past 60 days? I mean, that's just seems like just doesn't seem like the shareholders Overall sort of broadly drawn. I can't see what we're looking at 13, D, disclosure about exactly. So, so there was, there's probably something else going on and we could probably talk about that. Let's take a quick break and then talk about that and return in a moment to look at the impact of some of these changes on activists and shareholders and companies here at your older Primacy. Cheryl Primacy is brought to you by free float, analytics.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, 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 shareholder Primacy. I'm Ann Lipton here with Michael Levin. So, now we have talked about what just happened in the change with 13d and 13g. So what is it all mean? What does it mean? That's a great question. How will people react? Yeah. So how many fortnite activists like me and so exactly how many 13 G's or filed? Usually. Well, that's actually interesting. We were kind of wondering why that mascardi at free float. Helped us with some data. It's not entirely, you know, easy to kind of get your arms around. I mean, you could probably get some sort of count, but he counted using the free flow data at least 42,000 form schedule. 13 G's were filed in calendar year 2024. Okay, and that's a lot. Yeah. Now, some of those, you know, a bunch of those, you know, they're not from funds that have, you know. Yeah, there are other kinds of teams, right? They're investors that just got a 5% and they're just kind of holding it. Yeah. But there's Said there's a there's a good show. Well importantly The Big Three that we call it, you know, black our finger, it's a treat. They file thousands of 13 G's BlackRock filed, 34, 3418 13, G schedules in 2024 Vanguard, even more 3739 State Street. You need to pick up your game 2600 and 64. So if and almost all of them. Under what we've talked about would be susceptible to needing to be converted to a yeah. Give it? Yeah, yeah. And every time that every two days and when you got to amend it, right? Exactly. But she got a, you got a state, all your investors, your background, you've got a state, you know, there's always section four. Yeah, I item four of the 13th, which is the first thing. I was your intentions and your plans that ain't happening. Okay? So you can sort of see How this worked and you mentioned when you were kind of going over some of the basics that black aren't Vanguard already announced. Hey, we're putting meetings on hold though. Evidently BlackRock said we're taking off the hole. Yeah, but the news there's like one little news account that they said every meeting starts with this announcement. This is passive. Exactly. So I mean I don't know what's the point especially like I mean what are they gonna do? They can't, they're not trading so they're not getting information to trade on even if they could which would be a whole separation. They're trying to push it and they can't push and they can't push anyone to and apparently they're not allowed to push anyone to do anything differently. So it's very unclear and you know, Black Rock, I'm guessing got some advice and said something, yeah, got some outside counsel, write him a letter. That said, okay. If you say that if you announce this is kind of like when you go to an industry meeting and we say we're not going to talk about any kind of antitrust stuff, right? It doesn't change. You could be some substance there. So declaring that it's passive doesn't actually make it passive and That's a point. I'm going to return to, okay? I'd like to return to him. So let's talk a little bit about. Yeah. So, how was gonna affect different? Constituent? Companies are fine with this company. That wants these meetings, except I'm gonna talk about it in a minute companies. Do not relish having to talk to Well, really any shareholder about anything, but they do not, you know, want to start talking to the stewardship, Departments of their big investors about, you know, and getting yelled at about how your staggered board is not good or about how we need more diverse diversity or whatever, right? So these are allowed to diversity, right? Well, correct, but this is kind of emblematic about who this was aimed at Is, is not only my guest but sort of the consensus, this was aimed at the big, not just the big three. But the big you know 10 or 20 shareholder or investors that have a big stewardship departments that were kind of to use a word kind of bothering or pestering, a lot of big companies about yeah. Stuff. Yeah. For reasons you'll see. These ranks aren't really gonna affect. Many other people in these ways and let's talk for a minute about those those big shareholders. Okay, I kind of think and this is, you know, just one person's opinion. I think those big indexes are secretly kind of okay with this for now I actually suspect you're right but yeah what? Yeah because because you know look the stewardship teams. Aren't they love this stuff. Yeah they were hired to do this. This is what they do. This is their job and there's got plenty of other jobs, they can do. Okay, there's lots of other votes. They have to take, there's lots of other things I have to research because, you know, again there's fiduciary duties that these companies that these investors have to uphold, okay? But I think that, you know, just just in the same way that the big indexers were trying to like promote pass through voting. Yeah, to try to get out of this business. I wanted to get out of this business. Exactly. They wanted. Exactly. So I think that they were they were kind of okay. With. Yeah, and it's more than that. I mean like the theory was always that, remember, they build these practices out because the SEC made them because the Department of Labor made them like so there's like, I mean, this is a debate in academic circles but there's any even Financial incentive for them to do this or if they're just doing this because they have to for regulatory purposes. So if they kind of don't have to do it for regulatory purposes, I'm not sure how much they're crying, right it correct. Now let's talk about Activists and there's two kinds and in my world, there's either activists like me who are more financial, and then, you know, ESG activists that are right, you know, promoting issues now activest Financial activists, whatever hedge funds don't care. This is not going to affect him. We found 13 D's all the time. We're very used to disclosing all sorts of, you know, weird stuff right on 13 D or, you know, righting item for, in a way, that's really kind of kind of. Yeah, right. You know, there's ways to write item for that. Don't disclose anything or, or We don't own 5% and we're not going to be in a group with anybody. We're very careful when it comes to group formation rules. so so if we, so if either were filing G's Because and then we're ready to flip it into a d when we're, when we start moving on our on our project or we're not in that filing position at all. And we're really cognizant of when we get above, you know, 30 above 5%. Now, the big funds that this was aimed at, they don't have that luxury because they're, they're allocating based on a Model, they're right. You know, they have a huge algorithm tells them how much of a company they should know. And if that algorithm, you need to own 8% of some company, they're, you know, that's, that's what they got to do, right? So so activists like that don't really care. ESG activists, That aren't the big indexes that are, you know, actively promoting proposals or trying to engage in so forth. They probably don't care either because they're not getting close to 5%. Well, they don't care about the filing. Right? Well, right, we wait here because they might care because they're gonna lose a little bit of the juice that give them. Yeah. Um, but in terms of their filing, yeah, they're filing average. Now, this isn't this isn't going to affect them. So this is really targeted at those really big investors and that gets to be a really interesting area, Okay? Because there are some sort of second or potential second or third order impacts here. Okay. That no one has very few people have started to think about, okay? So for example, it could start to affect, you know, proxy contacts. Okay. Because if you're The company. And you've got some small like me who's trying to run candidates at your company, okay? And you want to reach out and start to engage with the A big shareholders. Let me put a chill on that engagement. They may they may decide that have taking a meeting with you. And expressing their views. Great about this proxy contest. Could put them in 13, 130. Yeah, I mean, like the SEC is trying to give guidance that shareholders can talk to each other without accounting is like putting them in a 13 G but like they're already gonna talk to each other. Yeah. Yeah. They want. But companies can talk to yeah. The big shareholder and and look, you know, those big indexers are really risk-averse in this year in terms of regulatory. Oh no. Absolutely. They just want to run their model. They just figure out how they can beat Vanguard on fees and, and then do and do enough stewardship that they're going to keep people happy right. Okay. And if and if you know, they're there, they're happy to and eager to vote properly. But in terms of how companies in particular because again I can call any shareholder, I want without forming a group if I'm just listening their proxy right. Okay. I can have whatever discussions I want and if the company is kind of soliciting their proxy. Yeah you know maybe it can be viewed as proxy solicitation and not you know getting into and trying to influence but that's going to be an area that there's at least for the time being are gonna are gonna shy away from. Yeah, I mean I can see like, you know, like like it's actually like the vote the investor thinks something like, well I would vote for the company. If I had some kind of a assurance that blank blank blank, but I get that insurance and they just that gets to an interesting. Another, another interesting aspect of this is how enforcement is going to Work now it's it's worth noting. That the enforcement problem or the, what you're trying to enforce is a disclosure issue. So the the problem with bad disclosure just is just better disclosure. So you know, the worst is going to happen to some of these companies is they got to flip from a g to a d, but okay, so what wait I mean they may not want to there's not like huge fines or something. I mean, really unusual for that to happen. Or maybe there are, I don't know. Yeah. No, the finest haven't actually, that's a whole separate issue, but I wonder because they're regulated as investment advisors I imagine? Yeah, okay. Yeah. They may, you may come down and I'm hurt, but in the past, my, you know, if you're in the past, it's usually been fine except for, when they came after Elon Musk where they came up with the whole separate penalty. So, but if there's some sort of a conversation that takes place, between an investor and a company because this is between and clearly the investor was trying to influence things in ways that right who's going to who's going to is, how many gonna report that? How does the SEC knows? The company going to report it anonymously? Are they going to say discussion with a, with the big five going to? I'm gonna report them because they should have, they should have that's going to really, really put a first. It's going to you gotta wonder how they going to enforce this if that's going to happen, right? Or second, you think things are going to get cold now Just because shareholders are big indexers are going to want to not avoid. You're going to want to avoid this is Richard Mansion when they start thinking had to say, okay, if I start saying this, is this company to reply. I'm really not going to have this kind of discussion. so this this, there's like that my second and third order, this could really, you know, the threat of enforcement coming, only from the company, Who else is going to report it? Yeah. No. Other showers are gonna know whether, you know what kind of conversations took place. So this this is really going to have an impact. I could potentially really have an impact on the discussions between companies and their big shareholders. Wow. And I'm not sure that's what the SEC sort of intended here, but maybe they did, I don't know. So, you know, there's another, you know, impact here that Those big. Those big shareholders, they've invested a lot in stewardship. They fought a lot about it. Again, it's not as important as performance, but it's not unimportant. Okay, they take seriously, they're fiduciary duty to vote and so forth, you know most do you know again there's probably some fun things that just don't care and are happy for this but there's most of the big ones have, you know, this kind of commitment to that they may Start to be a lot more careful. In how they expressed stuff. So there's another chilling effect there too rather than being out there with all your policies and saying, this is where they're in a bind because they are legally required to disclose their voting policies, right? So, so there's there's probably going to be a shift here in What we see publicly, right? From what these, what these big investors are kind of willing to do, which is interesting because they, I mean, there's a lot of, you know, Tea Leaf reading that goes on among proxy solicitors and other activists over. You know, what, what do we think BlackRock will do? What do we think Vanguard will do in this particular instance? There's a huge amount of Reliance placed on, you know, not just passed votes at a company or something. But on what their public statements are right. And if those public State, there's public statements are going to possibly curtailed or a little more care. If it's gonna be a lot harder for activists. Whether you're an ESG proponent, or you know, guy like me in trying to predict or understand at least the direction that might go with a company. So they're sentiment about a company is going to be a lot harder to read at least for now. And again, that was not necessarily what was going on here. I the point I was kind of hinting, at a little while ago, was that look shareholders weren't weren't looking for this? Not really. Now this is how this is to get them to stop for control their behavior, right? Exactly. This is this is because companies were probably have been complaining for years. Yeah about having to do having a respond to all this and and you know, commissioner way to who we've you and I've met and we, you know, he's good guy generally, you know, had been saying, look, we need to kind of do something about this and you do this and there could be some other as we said, second third order effects that that yeah. Have a consequence that that these companies may have not kind of anticipated. So it's a little bit of, you know, be careful what you wish for I suppose. So anyway again this is not going to have an impact on proposals, you know, there's a whole nother bit of the SEC rulemaking that we need to or another. Yeah, there's been a lot of changes that will be. Yeah. We'll talk about those in future shows, or imminently Futures shows but this this whole change in 13d, is has a lot of potential unexpected. Yeah, it's exactly that. We're going to have to kind of work through and it's even worse because it's happening like, you know, right in the middle. Of proxy season of exactly right, where they're all getting a bunch of proposals that are making it on the company annual meeting agendas. And so this really, you know, I was funny because we were kind of, you know, in terms of civic affairs. There's lots of stuff going on in Washington and I was kind of saying, hey, you know, there's not a whole lot happening in the investment and then Here we go. Here we go. I don't know. There's some interesting impacts there between Big indexers companies, other activists ESG funds. And so it's a lot to lots to kind of monitor but it's it's worth saying it's pretty early. It's only a week or two. Yeah, we don't. Yeah, so we'll see how it unfolds. So I think I think that's enough on this one though. There's more To talk about. Related to more SEC stuff to Delaware. And we'll spend the next few shows at least the next couple shows. Yeah, kind of try and trying to trying to take all this apart and give people some insights. Is that, does that make sense? That is definitely a good plan. All right, let's wrap this up then. So this is your holder. Primacy hosted by Ann Lipton and me Mike Levin. I'm an independent activist investor and advisor to investors about their activist situations, and is the Michael M Fleischmann professor in business, law and Entrepreneurship. To school and an affiliate of two lanes, Murphy Institute, you can find me Mike at the activist investor.com and at two lane dot edu, as always, our podcast is producers distributed by three. Float media. Thanks for listening. Talk about this stuff moves.