Caremark, Working with Broadridge

Welcome to shareholder Primacy from freefloat media. A podcast about activist investing Securities Law and all the way is the financial and legal worlds, intersect and Collide. In real life. I'm here with And Lipton law professor at Tulane in New Orleans who teaches in researchers Securities and business loss. She holds up the legal end of our podcast. And that's Michael Levin an activist investor who lives and works in Chicago. He covers the financial side of our podcast. How about this week? We talked about a couple of things we want to talk about Caremark, we'll talk care, Mark, claims by yep. Shareholders Chevrolet, the mysterious company that companies and activists deal with each year for sending mail to shareholders and probably doing some other stuff with Cheryl, but broadridge will be kind of fun. So, all right, let's kick this off with a little bit of discussion of Caremark and what that is or really I mean camera is a company. But we really interested in companies really, really interested in the Caremark Caremark Doctrine. Yes. So let's let's ask, let's ask about what is the Caremark Doctrine? Okay. Well, it's called Caremark because the one of the early cases involved the camera company. So it was the defendant and so that's where the name comes from. But but as a Doctrine is a legal Doctrine, it refers to the idea that corporations have to comply with the law. Now, I mean that's seems obvious, of course, they have to comply with the love. Everybody with a lot, except maybe the president, I don't know. But everybody else has to comply. I think there is some compliance with the law, but what that means is very a little little vague these days. But anyway, let's talk about corporations, not president. So corporate is so corporations. Have to comply with a lot but Caremark is the sort of counterintuitive idea that there's an obligation for corporations to obey the law that originates. In corporate law that corporate law. The state of incorporation, law, Delaware, law obligates, corporate managers to run the company in a matter. The composite the law. So, if I'm the federal government and I pass a law about environmental compliance, of course, Federal Law requires corporations to comply with it care. Mark is the rule that Delaware law, the state of incorporation makes it a matter of the douche area obligation for corporate directors and officers to comply with that. Okay? So this is sort of the inner and intersection Of corporate law which is the main theme. Yeah. Or one of the themes of our of our podcast and criminal law, well, criminal and even civil, and it's a little bit unclear outside and of Delaware. But in Delaware, it doesn't even matter if it's criminal or civil that Delaware. Corporate law requires directors to comply with the laws that are imposed in the jurisdictions, where they operate. And the nature of that requirement is through, it creates a duty a fiduciary. Exactly. It's a fiduciary duty. So it's, there's, there's not just a duty of care and loyalty which are the two duties that I get school down when I'm on board it actually yeah, no it is part of the it's considered if aspect of the duty of loyalty. Very interesting. Okay. Yeah. All right. Okay, so keep going. So that's sort of the high level. And it's exactly Your Instinct was that it's outside, the duty of care and loyalty, and that makes perfect sense. Because when we come back to this shareholder, Primacy concept that animates. So many of our Conversations, it's weird. Because a lot of the time, I mean, you know, obviously it might actually benefit shareholders, have a company breaks, the light. I mean, if the penalties are mild or there's little chance of being caught, or you can delay investigations for years, all of which is often true. When we're talking about big companies then, yeah, it may actually be more profitable to break the law than to comply with it. And ultimately, especially in Delaware the overarching command to corporate managers is they should maximize profits for shareholders. So there's a In between saying managers, have this Delaware imposed duty to comply with the law and its disloyal to not comply with the law and also saying that they should maximize shareholder profit. Oh so you get into something. I'm very familiar with and do all the time, this cost-benefit analysis but it's around whether to comply with a law. Yeah, but you're not allowed to do that. You are not allowed to make this cost benefit analysis. Yeah. All right. Keep going. Well, I mean, so, I mean, certainly, you would imagine. I mean, it's fairly obvious. It's sometimes, the cost benefit analysis would suggest that you should comply with the law, that if there are really huge penalties that are gonna really hurt the company that obviously legal compliance is better for shareholders, and which is actually the most confusing thing about camera because what makes it sort of catnip for love. Professors is, it's not actually one doctor and it's a couple of different doctrines. So one doctor and one aspect of care. Mark is essentially fits very well with shareholder Primacy. And this is the idea at what the court actually held in the original. Care Mark decision that breaking the law, may result in huge penalties to the corporation. Therefore, a prudent, corporate director will act to ensure legal compliance just to Stave off those kinds of penalties. And if a director isn't paying attention to Legal compliance, if they're just asleep at the wheel, then they're violating their fiduciary duties to advance the corporations, best interests. So that concept of care, mark, That's Just shareholder privacy. It's ordinary director fiduciary duties as applied in the context of legal applying compliance. Of course, it's about resolves, the Dilemma that way. That just says, the costs are so huge, just like any other costs. We need to. We need to lower it. Exactly. So this fits really neatly into your older promise. It's not even the cost of. So you just simply that if you're Not monitoring you. Can't possibly be a tent paying attention. Like you can't even be doing a cost benefit analysis if you're not monitoring. So the rule is the directors have this obligation to Monitor and keep assist in place, just because it could very much hurt the company and her shareholders if they don't comply with the loss. So that's one aspect of care Mark and it's really it's it fits neatly into shareholder Primacy, protect the corporation but there is another aspect to care Mark. And that's the idea that we started with. The corporations are simply not authorized to break the law. The corporations are legal Creations, they're chartered by the state, the state defines their authorized, fear fear of behavior and corporations are simply not shorter to break the loss. So one case put it Delaware, law does not Charter law Breakers. And so any directors that allows the corporation to break the law, that may be intentionally causes law, breaking or ignores signs of law breaking that directors of violating their fiduciary duties. So this idea that corporations are not permitted as a condition of their existence to break the law. That's About shareholder Primacy. That idea says corporations may not break the law, even if it would be profitable for shareholders, they're not allowed to rationally calculate given the cost benefit analysis. It's actually more profitable to break the law. So that conception of care mark is really the outer limit of shareholder Primacy. So kind of by virtue of we use Delaware or domicile. Yeah. So by virtue and because camera was in Delaware. So by virtue of Delaware bestowing on this business organization, a certificate of incorporation. Just a very exactly of constituting a corporation. This in this Corporation at the time was Caremark. One of the conditions of that is you cannot ever break any law, anytime, for whatever reason, I don't care what your question. Yes, certainly not intentionally. I mean, they recognize that, you know, or the director level, they recognized that a big company stuff happens but certainly you cannot intentionally break the law, right? All right. So and this is and this is a little weird. So yeah, I mean so I mean Simply because of this tension between the shareholder Primacy version, which is simply watch out for big penalties. That could control could destroy the company versus the non shareholder Primacy version. So there are these problems recently. So like it's been a big mess. Recently, things really heated up in a case called Marshawn versus Barnhill which is a few years ago. And it involved a listeria outbreak at Blue Bell Creameries, because the company had completely fail to comply with FDA rules and it was like an ice cream company, ice cream company. It was actually, it was charged, criminally people died. And so, of course, this is an offense against shareholders. So, the sellers Supreme Court said that there are certain in this case Delaware Supreme Court said, there are certain kinds of compliance issues like food, safety at an ice cream company that are so fundamental their mission critical. In the Court's words that the board has to regularly monitor their compliances system and get updates. It can't simply delegate that to corporate officers. It's not really clear how much this decision really was a break with the prior case law, but it's been interpreted, that way to suggest that for Mission. Critical risks, that are fundamental to the Company like the doors on Boeing airplanes. Right. Yeah. That the board has this enhanced duty to regularly monitor for legal violations and oversee remedial efforts. So the Marshawn case really encouraged a lot more Caremark litigation whenever there's any kind of corporate Scandal or news of lawbreaking. Now, these camera claims are being followed in Delaware and usually, I'll go further. I'll say my own sense is actually it used to be whenever there were reports of lawbreaking the first instance, for the first instinct for a plane of attorney was to sue for Security fraud under federal law. But those cases are getting harder and harder to bring the security. Like you lie, you said you can fly with those are right. Those are disclosure related cases, but they're harder and harder to bring courts are more more hostile to those kinds of cases in the doctrines are narrowing that would allow you to bring those cases. So, when Delaware seemed to open the door for expanded, liability, for law breaking, I think that kind of encouraged to shift in attention from the plaintiff's bar and so playing this attorneys. Not only been filing the lawsuits but they've actually been doing is inundating corporations with these two. 20 requests the inspection requests for internal corporate documents so they can investigate the law breaking and potentially bring a claim. And by all accounts, this is become really burdensome both for the companies and for the Delaware courts that have to adjudicate all of these disputes over document access. so you and you might reasonably say, I might reasonably say Good. Yay. Good. Of course, break the lobby should get sued for sports, should be like me to be held to account for this. Kind of, I'm not really if Boeing's directors are held liable for the doors, blowing up there. I mean, I don't disagree with that, it's just for the first type of care Mark claim that directors harmed. The company that makes perfect sense for shareholders to bring a claim if they harm the company because they aren't paying attention. But the second claim that directors took profit maximizing, but illegal action. That's a weird claim for shareholders to bring because they aren't really the ones who are injured. All this was done from the from their profit. So even the company had to pay a fine. There's a real chance that the law breaking was profitable on the whole, but the Sue about it anyway, and that's a really difficult. These are sure. Sure. And it's a really difficult position for Delaware to be in because Delaware's whole thing is wealth maximization. So companies Corporate anywhere they want to the theory, is they choose Delaware because Delaware's rules, maximize shareholder wealth. That's why investors have confidence in Delaware to find managers tolerate Delaware. But when Delaware acts like a regulator, when it imposes restrictions on companies that are not for shareholders benefit, that's when there's this risk Corporation. Start moving elsewhere and I, at least get the sense. And we've talked about this before that this explosion and Care Mark litigation or even just the 220 demands, that's part of what straining the relationship right now, between Delaware and corporate boards and starting to make companies, starting to think about other options. And at least question their question, whether they're there, it makes sense. Exactly, not just from the perspective, we talked about, you know, in past shows, but this one is related to how our board is going to be held liable for for law, breaking for law. Breaking that, you know, exactly that benefits shareholders that possibly was intended to benefit shareholders. And it's also difficult because in some cases, We know the company broke the law, so Boeing was criminally prosecuted for, you know, the seven, the maximum Max, right? It was criminally prosecuted. So, of course, it was a subject of a Caremark derivative claim, but sometimes Delaware gets to the case even when there hasn't been any adjudication of lawbreaking, like, right now, There's this Caremark claim against Fox News and the allegation is that fox defamed Dominion voting systems. Fox broke the law in the election in the election. Exactly that fox broke the law by defaming dominion and saying that all its voting machines were rigged and It ultimately costs hundreds of millions of dollars and that's settlement with Dominion. But that cost 100 million dollars that fox had to pay that was because it settled the claims with the minion, no court ever found that fox defamed Dominion. I mean, there was a summary judgment opinion. Some elements were found but it didn't go to a trial. So now Fox News shareholders, they're suing Fox News in Delaware. And that means that a Delaware Court will in the first instance have to decide whether there was defamation. So what we're seeing, he's a settlement. Never it wasn't yet. Okay. They didn't admit that, they the same dominant. So, what was explicitly said, we don't admit exactly. So now Delaware Court will have to kind of figure out whether it was defamation as Part of this governance care Mark claim. So what we're seeing is Caremark sort of expanding Delaware's regulatory, Ambit it takes Delaware out of its like shareholder wealth, maximization expertise corporate, governance and falls. All these other areas of law into corporate governance. All sorts of factual matters. Exactly, there's a whole big thing about Amerisource Bergen and Walmart. Did they violate the opioid laws with their opioid distribution? Like this is not supposed to be what Delaware does but it was right. Exactly. So I mean and really sort of a legitimacy thing like what right? Do Delaware judges get to like adjudicate law breaking all over the country or potentially the world I mean it's not really their purview. Okay so wow so and I think that's some of the mood. That's animating these attacks on Delaware. These claims expand its reach and fundamentally. I think there's a sense in some quarters. A totally reasonable sense. The corporations are engaged in too much lobbying and the legal systems, the criminal legal system. Even the Civil legal systems are good enough at punishing, I try to sew Delaware is a good place, but Delaware's not really well, positioned for that. So I can only push so hard before corporations starts to leave. This is kind of a version of our friend. Matt Levine at money stuff. Yeah. Saying that everything is Securities fraud. Right. Exactly. But now, we're everything is Criminal criminal camera. Yeah, exactly. Everything is a camera case, and if it gets because in to some extent, it's not I'm just it's my sense that it's, because it's not Security fraud because the Cure, the security is fraud cases, have become so hard to bring, right? Yeah. So is just like, Delaware responded to well, what was it Morales or whatever. Yeah, you know, and and just this past, spring change the law. I mean, the Delaware legislature stepped in to adopt some sort of, I can't remember all Market practice or whatever that was my sister called in the market practice and you Division and that title is very subtle. Is there some sentiment that Delaware is going to do something similar with that sort of the problem. So, I mean, Delaware's in this tough position, very much like the political problem it has with TripAdvisor and companies moving out of Delaware. How does Delaware openly say? Yes, it's totally fine for our corporations. These entities that we Charter, how can Delaware say? These entities are permitted to break the law. I mean, how can they say actually if a Delaware Corporation breaks, the law of California? That's really California's problem. And if California doesn't like it, California should do a better job of Prosecuting. I mean, as if that really is how this system works, but It can't really be the official position of the state of Delaware that it's going to create these corporations and design their internal governance systems, but it's totally not Delaware's problem if they go out and break laws in other jurisdictions. And I think there was a time when corporations would, sort of tolerate this, they would, like, they would understood that political Dynamic. The Delaware has to put on this display. Oh, we we don't tolerate lawbreaking. I mean, I think that they understood that, that was necessary because it like it Delaware looks like a responsible Steward of its corporations federal government doesn't intrude. It doesn't step in and say, we're gonna interfere with corporate governance. So everyone was kind of happy with that Arrangement, but now we're in a time when the threat that the federal government is going to metal is pretty much off the table. I mean, it's just not going to happen, not with the Trump Administration, not with, you know, conservative courts, interfering with things at the SEC does so Court. I think managers don't feel like they have to tolerate this. So what what is Delaware to do? I think what it could do, the simplest path might be to actually just limit books and Records. Because if it cuts off that assess, if it cuts off the 220, that might relieve burdens on corporations, and it cuts off the path by which these claims even establish that there's been bored level violation of the law. And so, the case is can't survive. But that could have unintended consequences for other kinds of clients. So, you know, I I rely on books and Records stuff for all sorts of purposes. Not just don't think they can assuming a company. Exactly. So it's not, it's not like I think that dog trying only, it's a difficult path to get out of. And the most obvious wiggle room is by cutting off books and Records somehow or limit it limiting the access, but of course you go too far and you really throw off everything. So I think it's a really difficult problem for Delaware. All right, so we'll have to, we'll probably sounds like we're, we'll come back to this at some Harry Potter. There'll be more cases and sometime in a few months will Schedule, another podcast. Try to talk about even more reasonable, but that's that is fascinating, everything. Not, everything is Security fraud, but everything is a camera case, exactly. Well, that's, um, let's let's think about that as we take a little break, maybe, and we'll return. And we'll look at the broad Ridge and so forth and its complications here at shareholder Primacy. 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. So we're going to talk about broadridge companies encounter beverage every year and activists need to deal with Broadway, which with some frequencies. So who is broadridge, who is Broadway Broadridge is this ubiquitous and to at least a lot of activists and shareholders generally and probably the companies this kind of lesser known Cog in the machine of corporate governance or to use an SCC phrase, kind of like a pipe in the proxy Plumbing mechanics which is, of course, the metaphor that at least is adopted. Its best described as a shareholder Communication Company. It's, it was originally a part of ADP, okay, you know, the broad, you know, technology company. And then they got spun off several years ago, rename themselves, and they communicate and all sorts of ways between or facilitate communication between companies and shareholders and so forth. And also to different ways for, you know, bonds and litigation and proxy materials, things like that. Yes, we're most interested in. How companies and also shareholders work with broadridge to communicate with a company's investors, a company's shareholders, okay? So essentially it's an intermediary that you know in routine matters a company will then you know send it you know once a year it's proxy materials to its shareholders through broadridge more you know. And then when we get to someone like me and activists, we start to need to know a little more at least I set out to learn a little more this year about what broadridge does not. I found the experience actually somewhat Pleasant to my surprise but to, to broadridge as I suppose satisfaction at work, it worked pretty well. Okay, and that's kind of what I was was thinking of exploring here is kind of is how that worked and and kind of what what they did to Make it work. Yeah, so find out. So I I got in touch with them and there's actually a pretty easy way to do that. I just, you know, over email a couple of conversations basically to learn about the shareholders of a couple portfolio companies that I was kind of that. I was kind of following now. It's worth noting kind of what broadridge does but also doesn't do. So broadridge does is not like the database or the the data, custodian over a company shareholders, Broadway again facilitates and sends out male or consent on emails to a company shoulders. But it's not like they're the year round data set of a company shoulders. That's going to be in, you know, a very custodians databases so that's going to be at State Street or Schwab or something. So what happens is that when a company in this case, you know, one of my portfolio companies decides to schedule an Annual meeting they'll declare a record date, which we all know about and then broadridge goes out and contacts a whole bunch of as we say, custodians, usually, broker dealers, but we Banks and so forth and says, okay, tell me all the shareholders for this company on this date. Broadridge then compiles, that information and then We're Off to the Races. So broadridge has for like an upcoming shareholder meeting or special meeting or something as of the record date, all that information, as of, as of that time. And so, once they have that, you could do some some pretty cool stuff. This is how they make money. Well, yeah, so it's actually kind of interesting how they make money their clients. Are these custodians. Okay, so, Schwab Schwab in brokerage companies? Yeah, The Brokerage companies so Schwab has picked their, you know, kind of Servicing Company to be Broadway. Okay, so has Fidelity most like 80% of the share's in the US are communicated with through broadridge. There's, there's another firm called median that has something like another 15 or so percent. Again, you don't have to pick rodrigue if you're one of these are so for example Robinhood the online brokerage that you know, popular with, you know Millennials my students. Yeah. Your students they use a company called say technology that they acquired in Chicago. So if you're if you're if you're me and you want to get to a company shareholders that are held at Robinhood I call say, okay? And I say You know, as of this record day, I need to get in touch with all these all the shareholders that are robbing and that'll get me to, you know, two, three, four percent of the shares, not many. But if you want to do a complete job, you go to those three broadridge medians and then say, and then maybe a couple others, but broadridge is, is is by far the dominant holder, but what's interesting is none of these custodians pay the fees. They just kind of pick the people who pay the fees are companies and activists. So broadridge has this fee schedule, that is public. It's set by the stock exchange's that says, okay, if you want to contact, you know, people for a contested solicitation for a proxy contest. It's going to cost you, it's roughly a buck or two per account and you know, people can have multiple accounts and so forth at different, Costa audience or whatever. But it costs, you know, it's sort of scales up and then there's a minimum cost of 5000 hours to set it up. So there's all fees schedule that you that you can look at. But it's the companies and the and the and the shareholders, the activists that pay the fees to broadridge based on, you know, the custodians designating them is the as the as the preferred shareholder communication provider, I guess. So anyway, so it. So once I once I kind of look at the fee schedule and sort of figure out, this is how this works. You can start a move to the next steps. So there's a couple Things that you could sort of do actually for free. That I was I was I was pretty impressed by because I like doing things for free. So there's there's an email, you can you can send to at they have a special processing desk. Broadridge has on their website and you can request. Basically, this key list it's called the share range report and it shows Within, you know, different ranges from, you know, over a million shares, how many accounts there are and how many shares they own and between 50,500,000 and a million shares? How many accounts, and how many shares and it gives you an idea of kind of the dispersion or the distribution of shares, you figure out. Okay. There's 10 really big accounts? Yeah. So how concentrated the shoulder basis and so you can figure out like, do I need to talk to 1,000 people or do I need to talk to 10 people? That's that's pretty, that's that's precisely the problem because, you know, sometimes and you know, I everyone used to think you had to do this like through a proxy solicitor and it really helps proxy. Solicitors do this all the time. But if you're like an activist and you're just and even if you're a big one and you're just kind of curious about what the shareholder List look like. And you don't want to just rely on, you know, 13, F disclosures, which are, you know, late. So I'm not always, you know, quite as accurate or whatever or a little harder to decipher. This is a really good way to kind of sort out and figure out what, what a company is kind of share share distribution. Looks like I'm among the shareholders and you can do all sorts of analyzes here. So if you want to figure out, okay, I need to solicit 50% of the shares in order to comply with the bylaw. Then you kind of know if you're going to be soliciting as you started saying you know, 100 or 1,000 accounts just to comply with that, right? Or if I want to solicit to 67% because that's what it takes to comply with universal proxy. Then, you know, how many accounts you're dealing with and you really can kind of get and, and broadly even give you a budget. They'll even say, you know, here's an estimate of what the cost is going to be based on, you know, soliciting if you want to solicit 40 but whatever, they're pretty collaborative that way. It was like I said it was, it was, it was kind of, kind of fun and pleasant to kind of not have to like, go through lawyers and everyone. So that was that was quite quite eye-opening to figure this out. The thing you have to know is a record date. Okay. So here A couple of other other interesting little tidbits. You know, companies, usually disclose the record date. Only after it's a card, some people can't buy into it. Yeah, exactly. So you can't buy into the record date, but once you have the record that you can say, okay, you know, what's, what's it look like and you could get the Uh, that share distribution list. The other thing that broadridge will tell you about is the famous Nobel list, and let me explain that a little bit, I'm not sure everyone. There's some people would be familiar with that. But no boast answer, non objecting, beneficial owners. Okay, so if you like, we just talked a little while about books and Records demands. I've done that all the time. You do a books and Records, man. Yes, for shareholder list. You know, companies going to give you the registered shareholders so there's going to be a lot of people who have you know the certificates on their wall that's going to be 2% of the outstanding and like 90. I mean, some huge number is all held basically as we say, in street name in the Brokers, are your account at JP Morgan Chase. You're counted State Street. So now the nominal shareholder is your is your casting, right? So when you ask for shareholder list, you're going to see JP Morgan. Chase Wright Charlize these company called the nominee for for depository Trust Okay, which is again that's kind of the company that really has that list of shareholders that we were talking about a little while ago. They brought Rich then obtained so much. They know a record date. Anyway, so when you like you and me when we go sign up for an account at like Schwab or Fidelity or wherever you, you declare and the forms, whether you consent to disclosure of your information to any company, where you own shares Okay, it's a standard part of almost all account applications and if you if you consent, which, you know, most people are really care, you become a non objecting, beneficial owner, you don't object to the disclosure, giving your name to somebody, who wants to know, who the shareholders are the real showers. Right? Exactly. And that list is really valuable, okay? Because that's what allows you to get kind of underneath that list or registered shareholders, that list, you know, 95% of the shares being held by CD and Company. And so when I do a book from records man, I not only request the registry because that's the company has to give you. I also say give me the noble list, please. I want to know, you know, the identity, you know, of all these not objecting beneficial owners. Okay. Well, companies will say, well I don't have it, I don't need to give it to you or, you know, ask me twice or so. Okay. And so, you know, companies are not obligated to obtain the noble list from broadridge, But almost all the time they do, or they're proxy solicitor for, like a routine. Shareholder. Meeting will go get that Noble list because that's how they get in touch with all the shoulders, the center proxy stuff. Okay, well, if you were to go to broadridge and request that share distribution, you can also say, you can ask when's the last time you sent a noble list to the company, so you don't get the noblest you, okay? Rich cannot send the noblest you. You only place you can get The Nobel? This is from the company. That's right. Which can tell you when the company asks for it. So, you know what, the company is up to, exactly, so they can say, oh, is the last record day? Yeah, we sent him a Nobel, so we sent him a week later, whatever you can say, I want the most recent and, you know, I want the most recent Nobel list, you know, that was from nine months ago or something like that. Okay. Yeah. And realistically, the noble is, doesn't change that much. okay, you know, most, you know, there'll be a lot of their, a lot of passive holders, they're not constantly Trading, Exactly. Or you know, if there's some really active holder, if their position changed a lot, you'll see it on their 13f or on some other filing a 13d or G throughout 13 G. Or you know, if they do didn't, you know, maybe they're doing some trading which kind of not going to change that much. So that's the way to figure out how to get a noble list. From a company, is broadridge also help you with that. So so that was that was kind of enlightening because I always run into problems saying give me a noble list and it comes to, I don't know. You told me you so you can ask for a specifically. Okay. Yeah, so anyway, so that was that was the other way. And which Broadway was kind of kind of helpful and again you can and you can do all the same stuff with median they have the same you go to their website and they can you know, give me an email that you can and you just ask him and you know they might want to say hey you working on you know I you a shareholder or you know show me a 13 D filing because you're working in an active situation, something like that, right? You know, because they're not just anybody, but it was, it was, you know, amazingly efficient to be able to learn about this in a way that that I that I hadn't quite expected. So um, so that was that was kind of fun. Okay. Is there anything more that? No I mean there's there's a lot more. That broadridge. Does they count votes? Yeah, they can't run the voting website and so forth but that's kind of passive to an activist. You know that just kind of happens and so forth and you know, they make a lot of me doing all sorts of other stuff. But just in terms of this kind of, you know, initial research and what a shareholder base looks like they were they're invaluable invaluable and really kind of accessible. So that was that was that was really really good to know. All right. Yeah. Okay. Well then let's wrap up there and there's more will cover next time. Thanks, Ann, it's been terrific talking about all these subjects. This is shareholder Primacy hosted by lifting and me, Mike Levin. I'm an independent activist investor and advisor to investors about their activist situations and is the Mike lamb Fleischman professor in business, law and Entrepreneurship at two lane law school. And if you have two leads Murphy Institute, you can find Mike at the activist investor.com. And Anne at too lane.edu, our podcast is produced and distributed by free float media. Thanks for listening and we'll talk again.