Transcript
Welcome to shareholder Primacy from free float media podcast about activist investing Security's law and all the ways. The financial and legal world's intersect and Collide in real life. I'm here with and Lipton a law professor at Tulane in New Orleans who teaches and researches Securities and business law. She holds up. Of course, the legal and of our little podcast here and that's Mike Levin an activist investor who lives and works in Chicago. He covers the financial side of our podcast. Thank you. Let's talk today. About the purpose of a corporation. Seems a little abstract existential, but we can get quite practical pretty quickly and apply that to an interesting bit of actually litigation over that purpose involving meta, which is also known, of course, as Facebook. Yeah, I'm just gonna call it Facebook. I'm sorry, I can't call it. Let's also cover an interesting Twist on corporate purpose and shareholder proposals where activists find themselves as defendants in litigation over these proposals. Yes companies. Suing shareholders over this, but before we get to that, let's talk a little more, broadly about corporate purpose because it actually has gotten lots of attention over the decades. But it's also gotten attention quite recently, and there's so many different dimensions to this, but let's kind of ground it in eventually getting to this case involving I was going to say meta, but let's call Facebook. Yes, please. So, why don't we talk for a minute about corporate purpose? Kind of broadly, broadly cast, and then we can sort of narrow it down. Okay, sure. So, I mean, the debate over corporate purposes, has been raging for literally over 100 years and the debate is what is the legal obligation of a corporate board is the obligation to run the company. Me just to benefit the stockholders to maximize profits. That's what we call shareholder. Primacy the name of our podcast, the idea that is going to come back up. It's exactly. That's why we call this that. So this is the idea that the job of a corporate manager is to maximize wealth for shareholders, is that what corporate boards are supposed to do is shareholder Primacy, the rule, or is the rule that corporate board should act to benefit the corporation as a whole. And when I say the corporation as a whole, I mean, all the different contributors to corporate functioning, not just the stockholders who Supply Capital, but also the employees, the customers, the vendors, the surrounding communities when boards make decisions, are they obligated to only consider stockholder interests or may they consider the interests of the corporation, writ, large meaning, all these lives at the corporation touches and we can call the rest of those people stakeholders, we will call them stakeholders. Exactly. That's what they're holders, stakeholders, and I want to be clear, there's no question that In many ways, the only way to benefit stockholders is to also benefit these other constituencies like consumers. If you make a crap product, that one's gonna buy it, there won't be profits for your stockholders, but I'm not talking about that. I'm talking about whether corporate managers are permitted or even have an obligation to try to benefit these stakeholders even if there's no corresponding benefit to stockholders, even if you end up reducing profits in some way. Now, the reasons for this fight are obvious, corporations are very powerful, they amass the resources of thousands or millions of people. And that means corporations can inflict tremendous harm on people or they can confer tremendous benefits. So throughout modern history, There's been this argument that corporate managers have an obligation to use that power responsibly to ensure that profit seeking corporations, don't inflict harms on other groups, but others have argued. Now, the job of a corporate manager is to earn a financial return to shareholders, that's why we, that's why we set up this thing in the first place. Exactly. They should seek to maximize profits. However, they can do so or at least, however, they can do so without breaking the law. And you can understand, there are arguments on both sides. So on the one hand, we know the corporations can exploit people. They can under pay employees, they can make dangerous products and the law won't always be effective and forcing them to behave responsibly. But if we tell corporate managers, your job isn't to maximize profits, your job is to benefit Society. We may not like how Corporate managers interpret that instruction like Elon Musk or it was famously. And I said are these the people we trust to take the resources of the corporation and use them to benefit Society. I mean, that's the last thing I Want Elon Musk to do because a pretty sure I wouldn't agree with his judgments about who should be right. So if we don't want America CEOs to decide the moral direction of our country, we might tell them stay in your lane, your job, just focus. If you focus on making money and and the in as a Civic matter, we'll take care of what other things that you have. Exactly. So this is this Is we're still debating this. I mean after decades and years over a century. Yes I said, why is it? Why isn't it been settled? Because the courts don't interfere with most managerial decisions, no matter who they benefit, suppose managers decide to give their employees a raise that benefits the employee great, but it may also benefit shareholders because the employee Works harder. There's less turnover, there's less labor, unrest, and no Court's gonna go in and say, to the board. Wait, are you sure raise was necessary? Did you give the employee the absolute least amount? You could you negotiate this? As absolutely hard as you could, exactly. Which means we have money on the table. So managers have a lot of discretion to decide who's interested they should prioritize shareholders or other groups and corporate managers love to couch their decisions in Flowery talk. So they'll say things like at the Acme company. Customers are our first priority, that's just good business. So historically there wasn't a lot of law. That said, corporate managers have a legal duty to maximize shareholder. Well, that just didn't come up that much. That said, if we're talking about Delaware where most publicly traded corporations are organized, in recent years Delaware's actually become much more explicit about articulating. Yes, corporate boards. Have a duty to maximize shareholder wealth, they can be generous with other groups. They can compensate employees while they can protect the environment, but only to the extent these efforts benefit shareholders, got really explicit employees and customers are only valuable instrumentally as tools to benefits the point of the corporation under Delaware. This is a legal Point as a legal matter of Duty. Yes but Delaware is not the only jurisdiction. I mean, I know. We forget that sometimes but really there are others. Lots of states have explicitly adopted laws that say boards only need to benefit the corporation as a whole and it's fine if they want to prioritize workers over profits. Okay. Oh, interesting. All right, so The trend seems to be as a broad principle that this shareholders, the owners whatever, we mean by owners. We can spend another podcast talking about we own is that me as a shareholder when I owned companies? What exactly I own and do I get residual rights? There's that's a whole different pieces. We'll figure different episode for that. But anyway, um, The shareholders kind of sort of have priority over stakeholders. As we've said, at least as a matter of Duty in law, right in Delaware. Yes, not necessarily another States. But as a practical matter, I think we can look at the world. If we look at we observe in the world and we definitely see that shareholders are getting prioritized and that's because of you. It's because of you. My kids talked about last, exactly. The reality is only shareholders, get to vote for corporate directors and activists like, you will make sure the corporate directors focus on improving returns, and yeah, exactly. Right. All right, so let's, let's apply this set of principles to the hundreds of ESG, proposals that we see each year and we know that there are many, many different shareholders we've seen this, and there's almost been almost a 1,000 proposals Pretoria proposals were submitted at us public companies. so far in since roughly since about September or October of 2013 and that's not New. I mean this is been going on since 1951 actually. When a proposal asked Grace, he hasn't been a thousand. There were 1000 of them back. Then the numbers increased dramatic, the numbers over time. It's, it's gotten route, nice. But yeah. So, um, as I said, there are good reasons to be concerned, the corporations placed too much emphasis on shareholder wealth and maybe they harm other groups in the process. But as we said, we don't necessarily want Elon Musk or Mark Zuckerberg, or whoever leads Boeing today to make judgments about what's best for society. Because, why would their judgment be better than anyone else's? So what's the alternative? The alternative is maybe shareholders, collectively, and decide to benefit other groups, after all, if the job of corporate boards is benefit shareholders. If we believe in shareholder, Primacy, the next logical. Step is that shareholders can decide they want something other than pure profits. Maybe shareholders want clean air, and water, and cheaper products, and decent wages, and shareholders. They live on this planet and they buy products and they earn wages and maybe they'd rather firms improve their lives in these Other areas rather than simply maximize prizes. And since it's not corporate boards, making social decisions, it's the great mass of America's shareholders, making the decisions maybe that's more democratically legitimate. So we have these ESG movement asking, shareholders to tell corporate managers to be more socially responsible. So again, without talking about one, or another individual proposal or types of proposals, we're sort of talking about ESG proposals, sort of, as a, as a, as a class of effort. And so, You know, and again, they all because that's how they have to work. They, you know, they're they get to be kind of specific with the exception of one that we're about to discuss or one matter that we're about to discuss. So these, so as an aside, what sort of been the impact is, if these ESG proposals, is it realistic to think that they're that they've, it's worked. What's the, what's the experience? I mean, some of them do pass but here's the issue. The problem is that as I explained it as a theoretical matter, shareholders live and eat and breathe on this planet and they work, and they might want to vote for something other than pure profit maximization in their Investments. But the problem is that that's actually not who the shareholders are at all, because the shareholders are actually giant institutions. We've gotten rid of the retail shareholders today, like 80% of the shareholder bases on the stock. But yeah, exactly, yeah, it depends on the stuff. That's most of the American publicly traded stock so they're black rock and their Vanguard in their State Street. They're America's Pension funds, they have legal duties, or at least extreme. Incentives to maximize wealth for their beneficiary. So they're not going to cut caught up in a save, the whales campaign. So most of the time, ESG, proponents try to find ways to argue that these socially responsible, proposals are. In fact. Wealth maximizing. Yes. Your benefiting Society by saving the whales, but also this will earn you the Goodwill of your customers. But that just puts us back where we started corporate managers have already. Plenty of incentives to maximize shareholder. Wealth and is saving the whales or saving the planet will do that. They will do it. They don't need a shareholder vote to tell them. So So lately and academic thinking there's been a new twist in this gets its not towards this new case. So the twist is look, these big institutional investors. They're Diversified, they don't just invest in one company, Pension funds, and mutual funds are even legally required to diversify. That means they aren't interested in maximizing wealth at one company. They want to maximize wealth across their entire portfolio and it may be that some companies behave. So badly socially that they actually damage other parts of the economy and these large Diversified shareholders may prefer that these companies behave better even if it costs and profits because the portfolio overall will benefit. So climate change. Most obvious example, you may own shares of Exxon and you may profit from their shares, but you might also own beach front property in Florida or North Carolina or restaurants in hotels in New Orleans. That we owns all those kinds of things. Exactly. And you might think it's better for you overall. If Exxon reduces production and sacrifices profits. If that means that your New Orleans restaurant is owned by The Raid. Isn't washed away in the next hurricane. You might have this portfolio View. that if you're in one of the big three or some other fund, or some other Diversified shareholder, that you will vote on the interest of your portfolio or should vote on the based on the interest your portfolio not based on what's good for one or another allocation or one or another stock in the portfolio. Exactly. And that may mean that you promote profit reducing measures at particular companies and order to benefit the portfolio overall. Now, this is a controversial proposal and there are certain problems with that line of thinking and I'll just outline some of them first. It may not be an easy for institutional investors to figure out exactly what the calculus is for when they prefer to reduce profits to benefit their portfolios. And if they can't figure it out, it's even harder for corporate managers to figure it out because shareholders, don't have like direct fine grained, input into managerial decisions. Plus there's a dark side here because if I'm a large Diversified investor, and I own stock in, say Delta, and JetBlue, and Southwest and American Airlines and United, you know what, I definitely want. I want them to reduce profits by competing less with each other. Sure, Delta you might increase profits by lowering your prices but then United will reduce its profits and American will reduce its prices and everyone will make less money. We are the Diversified shareholders would rather you all just stand Pat, so you can maximize the value of the industry and now, we just frustrated. So that's probably pretty bad. Another problem is that BlackRock isn't actually one large Diversified shareholder. Black rocks, portfolio is divided up among hundreds of mutual funds and separate accounts for various clients and each client has their own Holdings and some might be perfectly Diversified. But some might be say weighted towards energy, they don't all have the same interests so BlackRock can't simply say it's better if x on reduces a missions because that protects the New Orleans restaurants, some individual funds, may not have exposure to New Orleans restaurants. In some may be overweighted to Exxon and Blackstone BlackRock really needs to tailor its votes to benefit each fund or client and that means that the they don't have as much voting power overall. That's said not withstanding, all these drawbacks at a very high level. There's some persuasive value to the idea that large investors May in fact want corporate policies that benefit the economy overall. And that means maybe reducing some of the worst excesses of individual firms. This is sometimes called the universal owner theory, that large institutions are Universal owners. They care about the economy, more than any particular firm. And, and that then had its most recent culmination in not a shareholder vote, but a lawsuit, a lawsuit involving I was gonna say meta. But let's call Facebook. It's actually yeah, involved. What was that? What was that? Let's talk quickly about what that, with that lawsuit involved. Okay, so this is Jim, Ricky. He's a very well-known stockholder activists, and he's and moved ahead to test this idea legally. So, Facebook is Incorporated in Delaware, meaning it's subject to Delaware law. And Delaware, as I said, has become very explicit that Boards of fiduciary duty to maximize the wealth of stockholders. So Jimmy Richie sued, the board of face book and argued that since most stockholders are Diversified, the duty of Facebook's board is to maximize maximize Diversified stockholder wealth and he said Facebook's board breached that Duty by making a lot of business decisions that created harms throughout the economy. Even, as they benefited Facebook, what kind of the decisions decisions to tweak the algorithms in ways that promote user engagement but harm Society, Promoting divisive and misinformation content and misinformation promoting Instagram content that causes Eating Disorders, being slow to remove posted facilitate drug trafficking. So Facebook's creates all these societal harms argument Ritchie that are very profitable for Facebook. But harm, these Diversified investors by damaging the economy. And he argue that because Facebook's board and its CEO. Mark Zuckerberg are so heavily invested in Facebook themselves. They're actually conflicted because their interests diverge from the interests of most Facebook stockholders. The Facebook board has a personal financial incentive on incentive to maximize Facebook's wealth. When in fact, most Facebook stockholders would rather maximize portfolio. Well, so breach of fiduciary duty. That's so this is extremely novel complaint and so they filed the complaint and it didn't take very long for Delaware to to rule on this. Yeah no so this is BC laster's case. Yeah we always seems to catch these big Theory cases and he really is and he of course rejected the climbing held it under, Delaware law. The duty to stockholders is only a duty to maximize wealth at that particular firm. Not some other firm based on a hypothetical stockholder portfolio. He called it Dilo. Single firm model. Right. Okay. So and and there wasn't really much in the way. I mean there was a pretty quick argument here like I said, there wasn't a real lengthy procedural matter. No. But it was a, he just missed it on the plate, but it was a very lengthy, you know, sort of, theoretically, Rich kind of decision. They didn't get in a lot of facts about what? Yeah. In fact, Facebook did or didn't do no. So what is that? What is that? What is his ruling? Imply for this broad theory of social responsibility of for companies is that mean, this kind of theory of universal ownership is, is on hold or dead or what do we think? It's only mostly dead. It's still a little alive because mcgreggy was the one who argued that boards have a legal duty to maximize Diversified wealth, but the academic theory that he was drawing on is subtler. The academic theory is that large institutions, have an incentive to encourage portfolio companies to sacrifice profits, if it would benefit the economy overall, it doesn't rely on the fiduciary. Duties of boards, it relies on the raw power of large institutions to make demands and see those demands fulfilled. And if corporate boards do honor the wishes of their shareholders, if they do sacrifice profits at individual firms to benefit the economy, no one can stop them because we're back where we started. No quartz going to interfere with the board's judgment to curb carbon emissions or raise employee wages or anything else. Sports can go ahead and take those measures as long as the stockholders. Don't show them the door and so that then it comes down to folks to smoke like me, exactly who then decide with our our buy and sell orders or our votes about what a company does, but we've got the legal duty is not basically. This, the summary here is the legal duty of that board is to the company, not to the economy. Well, the legal duty of that board is not what's driving the train, okay? The formal legal duty is to maximize shareholder wealth at that firm, but at the end of the day, it's the power of shareholders that dictate what the corporation actually does. Got it. Wow. Very fun. And interesting. All right, let's let's take quick break. And we can return to talk about a different take on corporate purpose involving another lawsuit. And this one would be at, of course, at Exxon Mobil here at shareholder Primacy. This is the free flow media podcast Network, where we cover the, who of the business news? Because investing isn't a, what it's a, who check out our other podcast business pants for fact-based snark covering companies in Executives and the proxy Countdown. The only podcast that treats company meetings like sporting events find them on iTunes Spotify or wherever you get your podcasts back to the show. Oh, welcome back to shareholder Primacy. I'm Ann Lipton here with Mike Levin. So, let's take a look at a different company and how it handled shareholder proposals that pertain to corporate purpose and I'm specifically talking about ExxonMobil and its proposal situation recently. So it receives all of these ESG proposals every year and recently, it received proposals from two repeats sponsors are Juna capital and follow this. Now, Mike, I'm going to start by asking who are Arjuna Capital, so they are frequent ESG proponents or Juna. Capital is based here in the US follow, this is based in the Netherlands and they specialize as a lot of listeners. Know, some might not in mostly climate, but also some social, the E and the S proposals and they submit Dozens and dozens of these proposals, that many different companies each year, it's pretty straightforward, we've talked about that before. That's the old 1488 process where they become very skilled and accustomed. To navigating that they write a proposal that seems to make a point. And a company where they think a point needs to be made, and they don't, it may understand you, they don't tend to work a lot together on this. They just happen to be kind of intersecting it and Exxon Mobil on a particular set of climate proposals. And again, xmobile has been on the receiving end of, you know, numerous climate proposals, as sets or different kind of goals, and to manage their energy producing assets in different ways, where Aruna capital and follow this. Just kind of almost, you know, you know, drew the wrong Lottery ball here in this project in this particular situation. So in this situation, what did they do? Exactly what were their proposals? Oh, they had a proposals to basically set different kind of climate goals for x and mobile to, you know, buy 240 to reduce your climate emissions in a certain way, or to divest of certain kind of assets, which, you know, Is to, you know, a core, you know, debate about, you know, what kind of business should actually on mobile be in and so forth, but Aruna Capital. Like I said, follow this. We're just basically doing the same thing that they've done for a long time. Just submit a fairly strict or demanding set of climate proposals to, to a big Energy company. By the way, it's a yeah, it's a Runa Capital. By the way that has pronounce. I've only seen it in Aruna. I called it. I don't know. Okay, so normally when Exxon or any other company gets a proposal like this, what is it do? Okay, so there's a normal kind of pantomime they go through where most of the time they're going to seek to not include the proposal and the company proxy. They'll go to the SEC and sort of say if we exclude this from our proxy material, not let your holders vote on it, you won't be sore at us. The SEC has become increasingly restrictive about that and and insisted that companies include this kind of proposal. We can just debate it another time. Well they don't have the SEC views this but yeah, go ahead. You don't insist that. The company includes it, right? They just say they can't agree that the companies allowed to exclude. Exactly, right. So they won't they formerly the SEC, says yes, we will pursue an enforcement action if you if you it's a they don't promise they're gonna get, they just they just leave it open. They leave the door open. Yeah. So excellent didn't even bother, go to the SEC to see. It, what did it do? Here they took a different different. Turn is, you know, famously. Sorry. Arrogant about your corporate governance and so forth. You may recall that about three or four years ago, they were in the middle of a vicious proxy fight with engine. Number one, we're engine number one, it managed to like four independent directors. To the axon board Exxon has just been in the middle of this kind of stuff for a long time. On bypassed completely the sec's 1488, no action process. They instead litigated directly and sued in federal court in Texas. The two shareholders Aruna and follow this and said we are going to get a judge to say that we can exclude these proposals from our proxy and there's nothing you can do about it. And I just mentioned the engine. Number one thing, they've got these new directors on the board who are elected specifically on a cleavage agenda there, but still Exxon shareholders to exclude, this proposal there's there's and again, there's only four out of camera. I be the Exxon board. Is this other three? Yeah, I think actually there so it's possible that those engine number one directors. Oh, that's interesting books question, isn't it saying, look, you know, we shouldn't be doing. We shouldn't be sharing so Cheryl's over this or whatever, but Obviously they're used to not Prevail. So anyway, so Exxon sued these two Shareholders to basically say, we're going to get a judge to let us not do this. We're not in importantly, the essence the Exxon did not want to rely on the sec's process. They kind of lost faith if you will, in, in their ability to make the case to the SEC. That these proposals didn't belong on the on the corporate agenda and wanted to basically go around, which that was kind of on president. Added that really hadn't happened. Very much before, you know, everyone was everybody over everything but this is one of the first times. That a company suited its own shareholders, about a shareholder shareholder, proposal for the agenda. All right. So how did other Exxon shareholders feel about this? Like all these other shareholders on, they don't get a chance to vote on The Proposal? They? There were a number of shoulders that were very sore at this. They wanted to be able to vote on this. They wanted to continue to urge Exxon Mobil to consider these kind of proposals. And so they started doing stuff like a withhold campaign. So they wanted to not elect a certain directors that seem to be in support of this litigation other shareholders, not clear what they thought. Um, there's there is some sentiment among, you know, some shareholders that there's a lot of this ESG stuff and they're getting a little fatigued by having to pick and choose, and vote and so forth. But at least, there was a vocal minority of shareholders that were not happy with how this worked out. And of course, a Runa and follow this were completely panicked. They were they needed to show up in federal court and I think this other District of Texas, probably in Houston to defend this lady. They might have been yeah, I might have been Fort Worth actually because four words wherever this. Yeah. So They did not want to spend money on this, so yeah, they backed out quickly. Well, with truth, what they did is they withdrew their proposals which you can do. Um, it was through their proposals and the case, I think eventually became sort of Moot and eventually, I think it was, it was basically, it was dismissed. Yeah, I think I wrote actually had to promise, never to do to file a similar proposal at Exxon again, right? So it's really just yes. But interestingly, so so Exxon, you know? Was not, you know, they got, they got a lot of shareholders, a lot of these ESG shareholders, kind of poet at him and so so that they continue to have to deal with that. But accent didn't stop there. They included in their proxies statement for 2024? This unbelievable rant, like pages of defense. And this was not a, you know, again, the proposals on the sheriff, on the, on the proxy, they were not on the annual meeting agenda. They just had several pages of harsh, criticism of shareholder, proposals, and defense of Their Own. You know, sort of environmental policies. So axon, you know, clearly these shareholders in sort of touched a nerve and had gotten them You know, sort of, you know, quite annoyed at the at these proposals and so forth. So Exxon went as far as as devoting, some real estate in the proxy statement to to further critique. Yeah, of or further criticism of this whole proposal movement. So I would guess that exxon's not going to Not going to see very many of these. Not now that Excellence, demonstrated this willingness to kind of Sue people. Over this. You know most most shareholders are like a run and follow this. They don't want to be in court they don't they not I mean it'll be interesting to see because I mean I think this proposal might have been particularly vulnerable but other ones may not be I think, yeah, that's, that's a good point. That there may be Either other proposals. That would be a little more widely accepted or there may be some proponents that are willing to kind of Face Off that are willing to excel gets to sue in Texas. Which where before, you know, Sympathetic judge as they could, yes. And I could imagine one or another, you know? Shareholder. That might want to try to take on that challenge. Again, it won't be cheap, yeah, but they may want to try to make a point. On the other hand, there are a lot of other ESG proponents that are now starting to walk around wondering. I want, is there going to be more living? Yeah, like this. Now that Exxon has Sort of open the door to suing. A shareholder in federal court rather than going to the SEC. For this, I'm familiar with other ESG. Proponents that are a little cautious about some of their proposal practices. At least, you know, some other other companies that seem to be similar. About what goes on their meeting agenda, and their proximity materials. So there's there's seems to be this seems to have put a little bit of a chill. Yeah, all over. Now I will just mention that. I mean one I just from a legal perspective, one, interesting issue is the venue. So I mean here's the issue like Yeah. Axon is traded like internationally follow. This isn't even an American company. Exxon is Incorporated in Delaware and yet they sued in a Texas Accents in New Jersey. Oh, it's in New Jersey. Ooh, what's? That's okay. I mean to our similar. But yeah, they're okay. So, but the point is that, but it's suited in a, in a Texas Court where they could be very sure that they would draw. Republican judge, who was likely to be sympathetic to Exxon. And not simply sympathetic to someone who wants to curb emissions, so that was actually part of the initial Skirmish. Can they even Sue in Texas as a supposed to anywhere else? And the court said, they couldn't Sue follow this because follow this was International and they could sue our unit in federal court, Aruna in Federal in Texas. But the reason was because xon has its headquarters in Texas. Now, not every company is going to have that. So It's possible that if another company tried this trick, they wouldn't be able to bring their case in a Texas court and they might find themselves in a court that is more about sympathetic to the ESU, right? Yes. So in New York base. Company. That tried this tactic may not try to do it, but again, you know, there's on the one hand, you know, there's lots of lots of public companies in the US that are that don't want it, don't want to be viewed as this kind of, as hostile in this way. Yeah, I mean exactly shareholders. They might just say, it's a predatory proposal, let them vote. They can vote and many times they want. But right. But but somehow somehow Ruin and follow this. Like I said, they kind of got under their skin, but, you know, like a bunch of others. Maybe, you know, there are people that accent that just finally had an, it seems to have had enough and wanted to take this, a step for the rather than just leaving it up to shareholders to decide and there's a Rule's you know, if the proposals don't do well enough, you are after year. Yeah, you know they can't they can't keep. Yeah. And that was that was a objection this time. Yeah, exactly. Anyway so that's That's another flavor, another take on. on this kind of, you know, corporate purpose and these proposals, which was, which was really fascinating, but there could be more of this and And later this year and into next. So we'll say, okay. All right, Mike, let's wrap up there and there's more. We'll cover next time. Good idea. But it's been. Terrific. Talking about all this. This is shoulder, Primacy hosted by in Lipton and me, Mike Levin. I'm an independent activist investor and advisor to investors about their activist situations, and is the Michael EMF. Fleischman professor in business, law, and Entrepreneurship at Tulane law, school, and an affiliate of two lanes, Murphy Institute, you can find me Mike, at the activist. Investor calm, you can find an at law dot two lane dot edu. Our podcast is produced and distributed by free float media. Thanks for listening and we'll talk again.