2024 recap

Welcome to shareholder Primacy from freefloat media. A podcast about activist investing Securities Law and all the ways, the financial and legal worlds, intersect and Collide in real life. I'm here with Anne Lipton a law professor at Tulane in New Orleans who teaches in research is Securities and business law. She holds up the legal end of our podcast and that's Mike Levin an activist investor who lives and works in Chicago. He covers the financial side of our podcast. Let's this week do the thing that a lot of podcasters that are busy, do that's just recap. Instead of researching some new material, we thought it'd be fun to recap 2024, and maybe look a little fall word at 2025 but mostly look back and see what we saw. See what we learned there was a lot of interesting and controversial things that happened. Yeah. So we'll try to avoid too many predictions but I think we have a couple of ideas of what to expect and activism Security's law and corporate governance in the new year. But before we get into that, had a quick question for you, I was looking on Blue Sky and this is a good time to mention. That Anne is fairly active on Blue Skies. These days in terms of broadcasting, current thoughts and stuff. She seen, I tend to stay more still within X, the old Twitter but I'm Blue Sky. You said you voted your Vanguard. Shares. Yeah, I was wondering what that meant. Oh it just you know as a mutual fund holder, you know, mutual funds, like just like corporations, they have well not board of directors, they Boards of trustees and they have to be voted on, although they're voted on less frequently than Corporation. So I think it's something like every three years and I mean unlike corporate I mean there there if it's closed and mutual fund there might actually be activism but for my open-end Vanguard there's no activism. There's one board. There's every now and then there's a shareholder proposal but for the most part there's just no. I mean there's there's the there's no there's nothing really to vote on here. Just voting for all the board, the trustees know, this is the right team, the routine mutual fund vote for a minute I saw that I said oh wow is into doing pass through voting? They have in this particular fund as far as I can tell. But what's what's funny about it though? Is you know, it's just so uncontested and so low-key and so many retail shareholders have shares in mutual funds that they often don't vote at all which means they can't get a quorum together. So like I had a fun once where like I was Constantly getting because I only invest in mutual funds, I did not have any investment any of its very smart like you. But but I get like I was once there was a mutual that was constantly sending me notice. It's like, please please vote your shares because. All right. So you know I mean, That happened that happened. Of course, with AMC and some others where they were scrambling. Yeah. Okay. It's a bigger deal and an actual Corporation. All right, so Vanguard Vanguard vote. That's well, maybe even cover a little bit of passive voting a little bit. But, but let's, let's look back at 2024 and start where we ended last show with Tesla. Which, of course was probably along with a couple other cases. Probably the main event of 2024. Let's, let's recap for a sec. What happened there? What do we learn? What's Well obviously the headline here is the tornado case. That's the case about Elon musk's pay package. We talked about several times it's really hard to avoid in 2018 Tesla's board of directors, created a pay package for musk. That would give them about 56 billion dollars in Tesla stock worth about 100 billion at least to today's prices, may be more. I don't know if he was able to increase Tesla's market capitalization by 600 billion. You'd have to increase it by that much in order to get the full award and that pay package was approved by Tesla shareholders in 2018. But in January of this year in response to a shareholder lawsuit Chancellor McCormick of the Delaware Court of Chancery. Rescinded his pay, she held that the board was captured by musk. And the shareholders were not fully informed, when they approved the PayPal package since, no one at the company, had made a fully informed independent decision on his Paypal package. It was left to the court to do it and she held too much. They paid him too much and she rescinded the pay package largely because it was unclear, Tesla needed to pay musk 56 Billion dollars to get that kind of performance out of him. He already owned 20% of Tesla and had plenty of scent of incentives to increase its market capitalization anyway. He didn't need an additional 56 billion dollars to get him there. So in response to that two things happened. First Tesla's, board proposed to reincorporate the company out of Delaware into Texas. And when I say Tesla's board, I of course, mean Elon Musk and second Tesla's board asked Cheryl holders to revote on musk's pay arguing that now they'd surely be fully informed because they could read Chancellor McCormick's decision for themselves. So there could be no argument. That the shareholders did not have full information. Shareholders voted on both counts in favor. Now, Tesla is a Texas company but Chancellor of McCormick refused to honor. The vote on the revote, on the pay package, the June voted at the age. Yeah. Yeah. The vote just to give him his payback, mostly for reasons of procedural Integrity. The time to introduce new evidence, say such as a new shareholder, vote to the court. Is before a judgment, not after one. So now Tesla is in Texas. So any new actions, it takes on musk's pay or anything else that's going to be subject to Tesla's to Texas law. So going forward, first Tesla, May award, Elon Muska, new compensation package, but now it's a Texas company. So if there's a shareholder lawsuit to challenge it, that case will be brought in Texas and evaluated under Texas law. And it's not clear what that would mean. Because Texas laws a lot less developed than Delaware law. And in particular, Texas may have standards for determining board and dependents that are shall we say shallower than Delaware. Standards Delaware has very nuanced approach to whether somebody independent and Texas may not have that same standard and if Texas Courts are willing to treat board members as independent, a Tesla than any new challenges. To musk's pay packages or anything else are going to be thrown out but there's more Tesla isn't done in Delaware. Tesla is going to appeal the chancellor McCormick's ruling. So the jello or Supreme Court's going to get to weigh in both on the original decision and the revote. But it's more than that. Because before Tesla reincorporated, a bunch of new shareholder lawsuits were filed against the company. All right? And because those cases were filed, while Tesla was still Incorporated in Delaware and they concern actions that the board took, while it was still subject to Delaware law. Those cases will continue in Delaware. So Tesla is stuck litigating in Delaware for quite a while years and my, you know, all around the current pending case about the director Detroit case. Yes, that's still working. Well, that's still, that's still, we're still waiting on that. We're still waiting on that. So I'm gonna ask you to like, quickly summarize and about two seconds but the other cases, the ones that are just filed. I was wondering what kind of stuff is that? Yes. So, in Practical, their kitchen sink. They're like everything we can think of before this company moves to Texas. But in, but the big the headline one is that musk has been stealing resources from. Tesla was on Tesla was on track. To develop artificial intelligence and musk decided to divert those plans and resources from Tesla, into his new private company xai. So that you must have seen the news. There was that shipment of Nvidia chips. That was supposed to go to Tesla, and he sent it to xai. He sent Tesla Engineers to xai. He gives Tesla's data to xai so xai can build its models and shareholders litigating in Delaware. Arguing that all these actions taken before Tesla became a Texas company, violated musk's fiduciary duties to Tesla and there's more, there's that the board fail to oversee, musk's tweeting. They fail to oversee his acquisition of Twitter. They let him sell Tesla stock just before releasing bad news. Like everything they can get in. So all of that has get like they barely started on that and that's going to take quite a while to resolve. So the shareholders approved this A move and within days, Tesla had reincorporated. Yes. And in that period or I mean so, you know, some very short period of time, sort of between the time. From probably February or proxy statement. Yes, April. And yeah, a large numbers and large number of shareholders suits got filed that. Okay, yeah, three big ones were filed, and there were several, that had been pending before then. For other reasons that were just sort of on hold. And then between the time they filed, the proxy statement and made clear. We might really do this and the actual vote because it was clear. It was, they, they voted June like on a particular date June. They were reincorporated the next day, like, Tesla's filing disappeared from like immediately as soon as that, okay? So, these complaints were filed, essentially, just before, like the first three big new complaints were called just before the June vote, and the court combines, some of them. But what It ultimately comes down to, there's a lot of allegations all before Chancellor McCormick, they're all before McCormick, she just can't catch a break here because they have beets in Delaware. They have like a little beach and she caught the Elon Musk. Beat that's what she caught. She inherited from Vice Chancellor slides, when he retired and there's that one packet. There's one that one case that we may get an answer this year, but maybe we'll stretch into next year that year is yours. Detroit. Yeah. Well, the idea the hope is that Chancellor McCormick, approves the settlement soon. Everyone's been hoping for this year now and it was sort of contingent on the tornado, legal fees, getting resolved, which it at least is for now. I suppose there's a slight chance. She's going to delay further to wait until what the Delaware. Supreme Court says that would take like a year about the legal fees and the and the Detroit party parties are not what do not want to wait. So I at some point they had mentioned, they wrote a correspondent with the court and said we were willing to several the legal fee arguments from the underlying arguments. So there's because there's options expiring that our part of the damages, and there's a chance I suppose that chance from McCormick will agree to that in which case the A damages will get paid. Hopefully the corporate governance reforms will including some of my suggestions will be included and then sometime later whenever the tornado legal fees get settled in the Supreme Court, they'll apply that reasoning to the Detroit legal fees on the other hand, she just may say forget it. We're not going to wait which I just want this one off the docket, all right? And this is just about essentially, the directors pay. Yes, correct. This is this. This is the suit that they breached for you Duty and paying themselves. So, okay, and it was a settlement, it was in day, it was not, it wasn't a trial, right? So, okay. So that's enough of my test. Let's talk about Tesla at least for now Mike for you. Let's talk about the universal proxy card. Interesting uses what happened? Where we going? Okay, so Universal proxy card finished at second year of life. In the US, there was an a whole lot of increased activity as a consequence of it. Some folks had predicted me included that they're just be this outpouring of proxy. Contests that he is, she proponents and new activists and Little Folks would all start to run proxy contest. Because Universal products, he made life easier that didn't quite happen. The overarching trend is that the number and type and so forth, the proxy contests kind of remain the same. There's some early evidence that for next year, it's going to increase maybe. Now that there's two years of experience, people are starting to get a little more used to it, but at least for like the 23 and 24 2023, 2024 proxy years. It was roughly the same number of contests. in 24, we saw the data suggests that the Activists did not do as well, in actual elections. I have a little hobby people have seen this of tracking these things, and there's there were like 15 that went to over actual vote in 2024, by September of 24 and like only active as one, everything only in two of them, they won part of what they were looking for in another two and then the other 11, the company is prevails completely and I'll just say it. Like, I imagine that with a good performing stock market. If when it starts to turn, totally gonna have a lot more to. It's hard to persuade shareholders just when the stocks doing well, what we did see was a lot more settlements. And a lot of faster settlements. And, and my sense is that at least companies were a little wary, still of trying to take stuff to a vote even though the ones that did seem to seem to seem to succeed, there were a lot of settlements. We looked at some data, a year ago, that suggested the settlements were a lot quicker. Now, there were some very interesting specific examples. We can talk about that the big proxy contest this year, of course, was it Disney or Disney or try Nelson. Belts are trying to candidates and lost both did pretty well in the vote, but still didn't Prevail. And that Illustrated, it was just a three-way contested, right? Exactly. I can't. Oh, Blackwell's the other. This other, this kind of insurgent activist? No one was quite sure what they were trying to accomplish with this. And they probably helped to a little bit at least to help take away some support for the Triad candidates. But that Illustrated some of the personal nature of proxy, contests Under Universal proxy that pelts and the former CFO Jay rasulo of Disney, you know, ran against two, Disney incumbents, and that's really Illustrated how this gets Beyond just, you know, peltz's vision for the company compared to Disney's to the individual credentials. Yeah. And well, I mean, all so, because of who was behind, who was backing Pals, oh yeah, that was a promoter who was the former CEO of Marvel Comics and he had his different's with tigers. So, anyway, that was, there was a lot of a lot of Suspicion going on there. So that was the one that at least the first half of the week. We spent a lot of time thinking about and talking about and so forth and they'll be others next year. That are probably a little similar but that was the biggie. The other couple that are worth mentioning Under your reciprocity was Starbucks was the first, so called ESG type, proxy contest Under Universal proxy. That was eventually not settled the afrc the SEIU SOC, the investment arm of the AFL-CIO, walked away from that, probably declared a little bit of Victory and said will accept the Labor Relations improvements that they were seeing, but they had nominated three candidates three labor, type candidates to try to get some change in labor relations at Starbucks. Then the other Big E that was fun to look at was the one at Warrior met coal, where the United Mine Workers didn't run any. It wasn't a proxy contest. Though there was some connection to Universal proxy University. Essentially allowed, finally worry the Mine Workers to do this, what about to describe, but they solicited their own proxies for. Five shareholder proposals. Um, which succeeded Beyond anybody's imagination, you know, normally I have a company paper on it. Oh, Kevin call me. I'm happy to. Um, and so Warrior met, lost that one where the the Mine Workers had a proposal on Labor Relations and four corporate proposals. And I think of the four where he met supported ones that got like 96% and then two others got majority and then the Labor Relations proposal. So I think got a majority and so there's going to be others. So after that starboard value, like the badass hedge fund did something. Similar at News Corp, was looking to get a shareholder proposal to succeed. This was going to be too, get rid of the Dual class share that power. Go ahead, I know and I'll just mention that. I mean, universal proxy is what enables shareholders to run a proposal only Right. Solicitation, but what's interesting is that these are their bypassing rule 14 A8. So they're putting out their own proxy materials. And the reason I think that's particularly interesting is right now, 1488, either in its current form or at all is being under essentially conservative challenges, you know, it's right to exist. So this could interestingly become the viable alternative for proposals? Yes. And essentially, there's a trade-off that proponents have a lot more flexibility. In how they run these. How what kind of proposals they can submit how many they can submit, how long they are. How many shares they need to own? What companies can do to reject them, there's a huge amount of flexibility, but the proponents have to agree to spend a little bit of money. You have to spend a little bit of mine, so it's not for everybody but it's it'll be interesting. If we see this become the 14-8 alternative is 1488. Availability becomes more restricted, that's a, that's a great point. So all right, that was sort of life in 2014 and proxy contest and related matters, but there was other stuff happening. More in Delaware, let's talk for a minute about males which we did talk about in a podcast but let's recap that for a second and see whatever. Yeah, traditionally the corporation as a business entity is very centered on the board shareholders vote for the board of directors, but the board of directors, manages the company, even if you have a controlling stockholder, like someone is 50% of the votes, they can't directly make decisions for the company, like everyone else, all they can do is Directors and the directors of the ones who make the decisions. So, the problem though is in recent years, venture capital and private Equity firms, have developed a kind of industry, practice of maintaining control over companies, through shareholder agreements, the shareholders vote for the board, the board, manages the company, but the board might sign an agreement saying, that particular shareholders, get to veto management decisions or veto budget decisions or proposed courses of action, that kind of thing. And earlier this year, in a case involving the Morales Company by Chancellor Laster held that these shareholder agreements violated devil wear law because they took too much Authority away from the board. And that sparked absolute Fury in the venture capital and private Equity communities because these agreements had become this sort of market Standard. Even though really, honestly, they were always very questionable legally write, it was, they were questionable they were common, but they were legally due to be a straight. They were a long time to everybody knew that, but somehow they pretended to Great shocked him down. So is this big push to amend Delaware? Lot of permit them. There was a legislative fight about it and a lot of law professors including me objected to the changes, but the changes went through and now boards can enter into agreements with shareholders, even with potential shareholders to transfer away governance rights. As long as the contracts, don't go any further than what you could put in a charter. In other words with a few exceptions, if you can't put a particular provision in the charter, you can't put it in these personal shareholder agreements. So we haven't seen a whole lot of litigation under the new law. So it's really unclear. What happened next? So we have a lot of open questions like which shareholders have standing to sue if a company enters into one of these agreements and then goes public can the later purchase shareholders, bring a lawsuit or do they have to have held at the time of the agreement are the claims they bring direct or derivative what kinds of Provisions go. So far that they are beyond what the statute authorizes and we have questions about how these provisions. Interact with federal law, like will the stock exchanges allow a publicly traded company to enter into one of these agreements? Midstream if they take, I mean, if you think about these agreements, if they go very far, they take power away from the public shareholders, previously, the public shareholders, got to vote on directors, who had certain Management Authority and now they don't, if that Authority has been transferred away to someone else, so is that going to be a problem for the stock exchanges? But the real important meta question is, this was such a controversial change. It was pushed through so quickly. Despite this enormous outcry which never happened in response to one chance to record decision. And so the big question on everyone's mind is is this like, is this the new normal in Delaware? Is this how Delaware laws made? It feels like a lot more political than it's been in the past and that kind of suggests for really seeing a change in how corporate law works. So, in other words, every time Chancery comes up with a novel, potentially controversial legal argument is that is that is the legislature is our proponents. Gonna cause the legislature is nothing here. That the Delaware State Farm makes the law. And actually, what they do is Tulane has this massive corporate law conference every year. It's been going on for years, in the, tell the tooling. And what they apparently have been doing is like, since that puts all the corporate industry in one, big Auditorium hotel room in New Orleans, it's a lovely conference. Everyone should go the, that's where they sort of catch the scheme to change the law. And so the question is, like, what's gonna happen this year? Like every year, is that gonna be like a place where the State Bar like uses, it is an informal gathering for dramatic changes to overturn chapter. They're going to work shit Workshop that Year's Chancery opposition. Oh wow. So, okay, I have to go to the conferences this year. Yeah, well you'll probably, I mean, you help run it. I'll go check. I don't know. I don't, I don't run this one. This one is not run by me. This one is it's run by. Yeah, well, we should. We should we should do a live podcast sometime in the spring for them, but yeah. All right, yes. All right. Let's um, we got so much more that happened in 2024. Let's take a quick break and let's let's return to that in a minute. Shareholder 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 freeflow analytics.com. And look up, which of your elected directors are performing well and which aren't use your vote in the alternative democracy and get your data at free flow. Analytics.com. Now, back to the show, Welcome back to shareholder Primacy. I'm Ann Lipton here with Mike Levin and we are doing our recap of 2024 and I'm gonna give it to you advance. Notice bylaws. Where are we? Where are we going to be? Well, we are in the middle of a lot of consternation and some litigation and a lot of deep thought about what's going to happen with them the main He litigation over this was the calendar case that was decided early in 2024, you studied that. I read it. That was the one that had a really kind of questionable set of parties that the aim had done some really awful things in terms of trying to stiff in their advanced notice bylaws and calendar. As a as an activist dissident also had some kind of questionable or only backed by felons something. Yeah, there was something some really bad stuff and so importantly, Chancery had come back and said some really egregious terms in the advanced notice by law bylaws. They rejected But they also said that there was sufficiently bad stuff going on in the proxy contest that she kicked them all out of court. In the end calendar, didn't win anything in the proxy contest. They were able to get their nominees going interest in the calendars back. There's another proxy contest going on. We're calling is running three more candidates. The meeting is next week at the same company. Same company. Same every. Wow. Yeah. So there's another proxy contest going on with culinary. Am the other interesting advanced notice bylaw, case? Or Advanced controversy I had a to do with Massimo and Peloton that also happened again early in the in the proxy in 2024 during the proxies and where similarly Massimo had attempted to impose some really owners Advanced known as biological terms they're going to make palette and capital Clinton coffees you know very aggressive and innovative A activist firm disclosed stuff about his family members and who their background investors are there limited partners and so forth. That was just this bizarre, requirement of disclosure of like not just who like who this investment firm that was running the contest like where else they were invested where they're investors were invested. I mean it was incredibly what other activist projects that we're going to do and this is all gonna be part of the disclosure that they had to do and pollen started to sue over this and quickly. Massimo walked away. Yeah and that's a cook. There was not going to and let Massimo and let him run its candidates. What the interesting upshot there was that this is the second year that politics and ran approxi contest at Massimo at a classified board with six people. So, in 2023, they had Ron there. One, two candidates 2024. They did it again. So now and has a majority of the board. They fired the CEO, Kiana. And now our suing him in an investment firm, we talked about this in other podcast, there's that investment firm that had tried to help keani to sort of win the vote through some empty voting. So there's also a companion lawsuit over kiannis golden parachute. That's also running. So sometimes so next year we're going to see the content. Yeah, so I run the proxy contest. They're not actually, I think they're literally causing my right. That they're closing the company now that they're in charge of the company to sue keoni. Absolutely. So there's using their Authority, having won the contest to sue. The former CEO, who would oppose them in the contest? Yes. So, that will be. Speaking of looking forward to next year, that will be a fun. Couple of cases. Yeah, to kind of, to kind of watch over. Yeah, I mean to be clear and this is empty voting thing because so the idea here and you'll help me with the facts of it. Exactly. But so the theory here is that the CEO guy who didn't want to lose the proxy contest, had some buddies at an investment firm and the investment for what borrowed shares, they bought a bunch of shares. So the investment firm owned like 2%. Yeah, of the company they bought in the open market over, you know, a few days time. They had advanced warning of the record date. And they bought they up their position to just short of 10%. So they bought another 8% of the company and open market purchases at the same time they put on shorts. So that so they lost their economic exposure, but they still had that they had captured, the record is what they call it so they could vote to support their buddy kyani and so and the interesting thing is that one of the lawsuits that Massimo filed isn't like Thou shalt not manipulate the vote. The lawsuit is that they formed 13d group. Yes, 13 degree group and also they guessed they don't have the number they guessed that there were short swing profits under 16 I can't remember the section. Yeah that they had that they forming a group that they be forming a group. They became a 16 B beneficial holder that they had to discover but there was no there was no allegation that what that the actual buying and selling was illegal. Know that was just merely there was some disclosure problems and some shorts swing profit. Probably yes. So but Cannon's got candy he's got his hands full with this so does Massimo. So that's that's kind of what happened with advanced notice bylaws there be I mean there's a lot more of this coming. There's, there's a lot of people trying to, you know, nominate directors, confronting advanced notice bias, there's going to be more litigation in Delaware over this because that's really where a lot of the advanced known as biologic. Jurisprudence has been established. Speaking of Delaware, yeah, we talked about this briefly and we'll keep coming back to that. It's, of course been like, you know, the dominant, you know, incorporation State jurisdiction for gosh, probably 100 over 100, right since the early, since the early 2020, before the SEC even was existed before there was a twinkle in FDR's, I right? So, what's what? What happened? I mean, we talked a little bit about Morales and some other things, but what's, let's look a little forward. What what's happening? And what, what's going to happen next in Delaware. What's our, what's our guests? So, I mean, so talk about times on the show, there have been grumblings among the corporate bar among company Founders, that Delaware's becoming a kind of unfriendly place to incorporate and that's for a bunch of reasons. Some Talked about previously increasingly strict standards for conflicted transactions by controlling shareholders. The Malolos case before the law changed. The fact that Delaware does have these very nuanced ideas of what it means for directors to be independent. I mean for obvious reasons, corporate for boards would prefer a much shallower simpler inquiry into Independence. It just looks to like whether you're a blood relative or whether you're being bribed, if from corporate boards respective core, that should be the only question about whether it. And then there's a really interesting role of and I'm sorry, you just got to keep coming back to it. It's like the center of gravity here, Elon Musk and the test on PayPal package because somehow everything comes back to Tesla. We've all seen a lot of objections to Chancellor McCormick's decision. There's a lot of online betrayal and so forth. But when you take out the musk stands and you look at the legal issues that were raised, her decision is, I would say, well, within the normal parameters of Delaware law, I'm not saying the decision is Bully proof. I'm not saying there can't be reasonable disagreement. There can be there is we talked about some of it last time. I'm not even saying that she won't get reversed. She might buy the Delaware Supreme Court but reasonable Chancery decisions, get reversed all the time. It doesn't mean they were crazy and her decision was on the law, fairly mainstream like, I mean, can anyone dispute that the Tesla board is dependent of mosque? I mean, of course. I mean that's, that's, that's I mean, all the facts on that everybody. There's no, there's no fact that came out in that whole proceeding that somehow refute it. Exactly. And the flaws of the proxy statement. Those were real. As well. So, in many ways, this Decision didn't break any new legal ground. And it doesn't throw pose any kind of threat to Future boards or future companies because it's so easy to fix and in normal company. And a normal board would have people on it who at least appear to be independent who can go through the motions of an arm's length negotiation. And if they do that, the court is going to defer to their decision and that will be that the only reason the case God, as far as it did, is because Elon Musk uniquely refuses, even to put on a pretense that the board isn't in his pockets, every other board will put on that show. So, that's the one case. This case is done, it doesn't Harold some kind of dramatic change. That said, there's been this terrific amount of anger at Chancellor McCormick. And the sense that I get is, they feel that she violated this unspoken Rule and the unspoken rule is don't be too harsh on companies. Whatever, the formal legal standards are, you're not supposed to really enforce them or at least not enforce them against successful companies or not against Elon Musk companies or not for compensation everyone. The club everyone in the club understands that whatever the formal legal rules. Say, Delaware judges are supposed to use their discretion. Not to be too harsh on corporate management because they need managers to keep incorporating in Delaware. It's like she upended. This Shadow law of Delaware. This unspoken code that tells judges when the law really gets enforced in when it doesn't. And so now there's this anger floating around, it's a Chancellor McCormick and it's a Delaware, because what? If Delaware's gonna suddenly enforce, its law, right? So, I mean, I just have to be clear. She has sometimes had shareholder unfriendly decisions ruled in companies, favor and reverse all the time. Oh, yeah. We, I mean, she's not so kind of wildlife activist, but that so I don't think anything about the decision changed. Delaware, Loft formally but apparently, to some players, it's signaled that Delaware would take its existing laws. Seriously, and that appears to be a problem, like, I don't even know what to tell you. I don't know. So in term Of. And and you know we have to Overlay and we probably could spend a whole show talking about what could happen in Delaware next in. Yeah the next four years. Let's say you know during the term of the upcoming Trump Administration and maybe we'll do that but suffice to say that there might be some things that people could do to Delaware at the federal level from other states you know Nevada and Texas appear to be competing for incorporations and so forth. So it's going to be I would what I'm hearing here and also from other places it's maybe a little bit of a frost time it is for Delaware that they that you know they it's a huge industry there's it's a lot of companies a lot of investors rely heavily on this. And so that's that's their kind of up against it right now so we'll have to sort of see what they do. Interesting. All right let's talk about one more thing for 2024. And then, let's move on. Yeah, we haven't yet talked about Federal the SEC and I do know again. You know, I did some stuff with the SEC this year. I submitted a bunch of 148 proposals which were kind of fun, which you talked about. If we need to at least his concerns activist investing this past year, was kind of quiet for the SEC. It was very busy, in many other ways in terms of crypto and climate and so forth. But in terms of like core activist investing stuff, much of the action had taken place a couple years before with universal proxy, a couple other things. It with that is sort of the background. What's what's, what's, what's going to happen? Is there any way to kind of guess at what might happen next year with the SEC? Yeah, I mean, well, if we limit ourselves to activity, there's so much but ourselves to activists. Yes, that's where we need to do your, your more of an expert for me. But I got one big thing, which is proxy. Advisors they are coming for proxy advice. That's a very good point. Sorry about that. Yeah. So glass Lewis ISS. These companies are in the business of advising institutional shareholders, how to vote because a lot of Institutions with very big portfolios. They don't have time to research, every vote at every company. And that means when I SS and glass Lewis recommend a shareholder vote in favor of an activist, it can really put a thumb on the scale, in terms of whether a campaign succeeds. Again, it can really influence how these, how direct your votes, how proposal votes work out? Absolutely. So of course managers hate them corporate managers hate them, and And they had lots of complaints and the SEC under the first Trump Administration passed. Some reforms that were intended to sort of neutered. Let's limit them limits know. They're no way you're going to make him go away at this point. Yeah, there's no way that right. But the big thing was that the SEC required that when ISS and glass Lewis distribute proxy voting advice to their clients, they have to give companies a copy at the same time and then they had to create some kind of system to make sure that their clients would be aware of any response by the company before the shareholder meeting. So they can take the company response into into account when but that rule never went into effect because as soon as Biden SEC took over, they repealed the rule and actually that was litigated there were conflicting. Circuit Court decisions, litigation is still going on in the sixth circuit reach opposite conclusions about whether to undo the rule, and that's sort of where it halted. But it doesn't matter, because Trump's new SEC under actions, they're going to just reinstate the rule or something worse. So that's that is what I think in the activist front. The obvious thing for a new SEC. What about so is. So it's we're not sure what it'll look like for proxy advisors and again, they've always been, you know, The center of, you know, how should they be regulated? You know, last ISS is an Raa actually so they've submitted himself to SEC jurisdiction. Anyway class Lewis hasn't so I think I agree with you that if there's any priority if Doge the Doge project, whatever or Paul Atkins in new SEC, commissioner it's going to be kind of easy, low-hanging fruit. For them, to sort of placate, you know, all the the big companies that are now contributing to the inauguration. We've been reading about the contributions and so forth. You'll call this, a very transactional administrator totally. It'll be really a real easy move to go after the proxy advisors who, you know, they have their Defenders, me included. But, you know, and if he's going to listen to me. But, you know, they have some Defenders among, you know, some of the institutional investors and so forth. But that's not going to be, you know, Black Rock and Satan viard and so forth. They have many bigger fish to fry, rather than trying to, you know, the backs of the proxy advisors have another stewardship team that they probably need them. The least it's kind of like the mid-size institution. Yeah. So that's actually a great Point by the SEC is going to go with this. There may be some other things and we've probably spend a show talking about this at some point. We need to schedule over, we're going to talk About next year. But anyway, so that was that was kind of fun. This is our Our last show for that's going to be posted in 2024. Yeah a break for Christmas and New Year's. Yes. Exactly. And try to finish grading papers and work on some work on some activist projects that are getting set up for next year. So we'd like to thank everybody for their for listening and for subscribing and for being with us. As we get this little project off the ground and look forward to sharing more stuff with you in 2020 five. Yeah. So let's, let's, let's bring this to a close then. Okay, this is shareholder Primacy hosted by in Lipton and me, Mike Levin. I am an independent activist investor and advisor to investors about their activist situation. And is, of course, the Mike Lim Fleischman professor in business, law, and Entrepreneurship at Tulane law school. And an Affiliated of two lanes, Murphy Institute, you can find me Mike at the activist investor.com. You can Find an at. Oh, she's on Blue Sky, we talked about that blue sky but also she's at a lot to lane.edu. Our podcast is produced was distributed by freefloat media. Thanks for listening and we will talk again next year. Take care. Bye now.