Transcript
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 and Lipton a law professor at Tulane in New Orleans who teaches and researchers Securities Law and business law. She holds up the legal end of our podcast here. And that's Mike Levin an activist investor who lives and works in Chicago. He covers the financial side of our podcast. That's great. And so you're doing okay in New Orleans, this week at sounds like, right? Yeah, I'm in the office because we don't have Internet at my place, but at least I kept my power on which is better than a lot of others. All right, so we now have proper connectivity so we can record ourselves talking about a couple of meaty subjects today. Corporate domiciles have been in the news and be fun to kind of delve into the relative merits of Delaware, and Nevada illustrated by a case recently. That should be pretty Illuminating. Yeah. Well, we'll talk about shareholder proposals and some really interesting and novel ways shareholders have gone about handling these especially with starboard submitting a proposal to news Corps. Yes, that was, that was just quite recently. Let's talk about Delaware and Nevada. Shelly domiciles have been in the news Pretty good with like Tesla moving to Texas. But this is the subject, here is a little different has to do with Nevada. And a particular case that I believe is captioned TripAdvisor. Is that right? That is right, right. Well, um, Before we look at the case, give us a little bit of perspective about what's up with Nevada. They're talking about, I mean we can go, there's casinos and stuff. But yeah, to understand about you really actually have to start with Delaware. Everything starts with Delaware. So yeah, if a company is Incorporated in Delaware, it's subject to Delaware's corporate law and Delaware's corporate law happens to be very protective for shareholders against self-dealing conflicted transactions by corporate fiduciaries, like the fiduciary forces, the company to pay them and exorbitant salary or causes the company to buy the new series assets at an inflated price. There's always a risk that a fiduciary will take advantage of the shareholders that way. And so the shareholder Delaware, let's shareholders Sue. And Delaware is especially protective, when the fiduciary isn't just an officer or direct or, but is actually a controlling shareholder, meaning someone with 50% of the vote on their Delaware is extremely suspicious of these conflicted. Transactions. So their rule is when a controller stands on both sides of a transaction with a controlled company. If the controller wants to avoid paying damages to the minority shareholders, maybe very significant damages. The controller has to do one of two things, they have two options. One is the controller can design these transactions with procedural protections for the minority, shareholders up front, and those protections are. The transaction has to be negotiated by independent directors, and approved by the unaffiliated shareholders, okay? There's those two steps, two steps or but the other options, they skip that. If they don't do that, then the minority shareholders consume. At which point Court will decide if the transaction was entirely Fair. Sure to the minority and do a really substantive evaluation their Witnesses. There's paperwork there are experts. And if the controller does not prove that the transaction was entirely fair, then some kind of Damages are going to be awarded. It's a very big deal. So let me stop you there for two seconds and just and just make sure you understand or everyone understands. So in Delaware, which is our model for discussing, what's going on in Nevada? Not only are their strong protections for Shareholders just kind of generally, even though guys like me investors like me kind of grumble about Delaware at times we really should be kind of grateful that they protect your owners but there's an even stronger set of protections when a company is so called controlled. Exactly. Very consciously. Oh, that makes it much much harder for shareholders to Sue at all. When a fiduciary, engages in a conflicted transaction, whether it's an officer director or apparently, even a controlling shareholder, the exact Contours of the bottle or sort of hard to pin down, because there aren't many cases, and you know why there aren't many cases, except everyone's Incorporated in Delaware. There's not, there's not many corporations Incorporated and dollars in Delaware, right? So hard to sue. The shareholders, don't even try. So, when it comes down to is the exact Contours of Nevada law aren't entirely clear, but apparently, the gist of it is that a conflicted transaction? You don't get to sue over that. The shareholder would actually have to show that there was intentional misconduct or fraud or high standards. Very high standard, try to show that on the facts as a complaint before anything else is happening before you even had Discovery. So that basically means it's very protective of controllers of fiduciaries instead of Protective of the shareholders. So lately, some companies, some corporate managers seem to have gotten a bit Restless about all of the constraints on them. We just saw this with Tesla and Elon Musk relocating to Texas, and there's a lot of noise about reincorporate into Novato where managers won't have to deal with Delaware protections. Oh wow. So there's this kind of Attraction. There's there's like you know potentially Boards of directors are thinking okay we're kind of tired of these of people like me bugging them is there someplace. We can do our business that will make it a lot harder for guys like me to make life hard for them. Okay. Exactly. And they can pick and corporate managers can pick anywhere. They want to incorporate any state. They like they don't have any substantive operations but Action and you decide to switch, then you need a majority vote of the shareholders is sweet and we saw this in if you're switching from Delaware, you're basically amending your Charter or your whatever and there's a vote that is needed for prove this. Okay and exactly and then there's a question or minority shareholders going to want to vote to move from a more Protective jurisdiction to a less protective jurisdiction. Okay, so what did in TripAdvisor? I think we've had something to do with that vote. Exactly. Well, yeah, well TripAdvisor. I mean, this is actually kind of hilarious. So, Gregory mathy along, with his business partner, John Malone, you kind of the backstory here, they're in business together. They are controlling shareholders, one of the other or both of a lot of related. Media companies, like Liberty, Media, and serious, and Charter programs. And they are also repeat defendants in Delaware, repeat defendants, because they just can't see just action with their control companies and they keep having to settle these for millions and millions of dollars because they don't engage in any of those up. Front procedural protections. So shareholders Sue and they keep ending settled for significant amount over and over and over again. And apparently it one day occurred to Matthew. Hey, wait a minute. I'm a controlling shareholder. I can just move my car of TripAdvisor of TripAdvisor. Okay. A Trip Advisor and Liberty because I don't, I don't own Trip Advisor but mipha owns enough to be called a controller. He has more than 50% of the vote if TripAdvisor. And also it's sort of holding company, Liberty TripAdvisor, both, which have public shareholders. But he has dual class share structure. So he has excess votes and he realized that he can just move the companies to Nevada and engage in all the self-dealing he wants. So, that's what he's doing. No, it was explicit in the proxy. So this is what he's doing with TripAdvisor in the parent since both companies are publicly traded, he had to have like an official vote. Even though, what was going to happen with the vote was absolutely settled because he's a controlling shareholder, gonna be whatever he wants. But they had to file these proxy statements and they were really explicit in the proxy. They're moving to Nevada because then they can avoid litigation and challenges and have more protection for fiduciaries. And hold the vote and surprise, the shareholders, meaning Mafi votes to reincorporate. Sure. Because he is a controller so he can control Hated it. But he didn't matter because he had the controlling share. so at that point, the public shareholders sued in Delaware and they argued The move itself is a conflicted transaction just like any other self-dealing transitioning and therefore as a conflicted transaction that didn't have the procedural protections. A Delaware Court has to decide if a move to Nevada is entirely fair to the public shareholders. Okay, so so there's some plaintiff could just some shareholder. Yes, exactly. So that the actual move itself was a conflict and the and therefore, the vote to approve. The move was was conflicted. Exactly. It was a conflicted transaction, just as he had paid himself money or How to deal with one of his companies like any other conflicted transaction and because it wasn't negotiated by independent directors, with independent shareholder approval. Therefore, a Delaware Court, has to decide whether this is fair, the minority and award damages to the minority. If it turns out, it was unfair. And this question is, actually now pending before the Delaware Supreme Court Supreme. So, so Chancery some Chancellor, I don't know which one that Blaster. Exactly. But last year I loved last year. Um, so he, he rendered an opinion. I'm guessing. No, no. He said, oh, he said he agreed. He thought that this is a conflicted transaction and a court would have to evaluate. If it was fair, we were all completing stage. We haven't got anywhere, but he said that planet had a chance to show that this is a conflict of transaction, and if so it would have to be entirely fair to them. And that was such a unusual and weird decision that last degree to let on the parties. Immediately appeal so interesting. Oh, so this. Okay, so there's like a I learned this recently. It's called interlocutory. Exactly. It's an interlocking three. I love Emily. You wait until everything is settled and finished, but in this case, it was just too strange. So it went up to the Delaware Supreme Court where it's all right. So so we're sort of in the middle of the case. So TripAdvisor still in Delaware and they had the boat but they didn't actually move right. And in there, they're waiting to see what kind of Evidence. I think legal standard and so forth will be allowed to be presented to Vice chairman last Vice Chancellor Laster exactly the Supreme Court whether they could potentially owe damages just for the movie itself. And so they have an actually moved until this all gets settled. All right? So so there was this just to kind of summarize what we've heard. So there was this lawsuit, it's pending before The Supreme Court. What now, what did What are the, what are the company have to say? I mean, I know the arguments that the plane of said, what the company say, well, no, I mean Like the backstory, is it? Situation that the Delaware courts are in because obviously Delaware thinks its own laws valuable, that's why it's law. Is the law, where is in the business of Designing, the best corporate law, but it is really strange for Delaware as a state to officially declare. Our law is so much better than the vadas that it's unfair to shareholders for companies to move somewhere else. The state of Nevada has filed an amicus brief in this case, where they make exactly this. Oh, wow, the brief is really entertaining, it's very florid. Nevada says we're the silver state and we don't expect the first state, you know, with our Coast Sovereign and they shouldn't be judging us. And we're all states are co-equal and we all get to make our own corporate law. So imagine this case goes further. Imagine that there's actually a trial to determine if the move was entirely fair to TripAdvisor shareholders. Yeah, how does Delaware evaluate fairness? How does it decide? Which is our Delaware courts. I'm sure think it's very damaging to not incorporate and I would I mean, based on what you've said as I again, I don't own TripAdvisor but I would I would I would think so too. Yeah, but it's weird for a court to say, are you kind of like to say they are saying what other people only dare to think. Have the Delaware Supreme Court accepts tripadvisor's argument that they can just move without any penalty. Then all the protections for shareholders, become a luxury. What's the point of promising? Shareholders of Delaware companies that they're going to have special protections from controllers. If the controllers can just say well I don't like this anymore, we'll just move and I'm moving, you know. So so Matthew and TripAdvisor understand that. That's the dynamic that Delaware doesn't want to say, well, you could just move freely because what's the point of having the protections then they protections just disappear. They don't really exist. So Mafia and TripAdvisor are offering this very specific argument that they think are going to thread. This needle. There are argument is if companies want to move freely to Nevada they can and it doesn't count as a conflicted transaction unless they're doing it. When they have a specific instance of self-dealing that they're exploring right at that moment and they're moving to in order to engage in that transaction. So what they want is basically what we would call a clear day standard just going to say that exactly if a Roller decides to move on a clear day, when there are no specific conflict transactions on the horizon, then the move isn't a conflict. But if the move is made on a cloudy day, in a rainy day, rainy cloudy day. It's very like like a hurricane day and in New Orleans to enable a specific instance of self-dealing. Then the move itself is self-dealing and True. Because you thought of that phrase, there are lots of other situations in Delaware where courts draw distinctions between Clear Day versus cloudy day advance, notice by us. We just talked about that show and their courts will evaluate them differently if they're adopted on a clear day when there's no proxy contest on the horizon, they look more innocent if it's done on a clear day but in those situations like advanced, notice, bylaws protections against takeovers the company. The managers don't control the weather, whether it's clear or cloudy. Depends on the third party, the activists right here, of course, the controlling shareholder decides of its clear or cloudy. And it can easily have a self-dealing transaction in mind. Conceal it move. And then later do the deal thinking. Yeah. Oh, wow. And this is the problem, and it's a political problem for the Delaware Supreme Court. Right. Because they're because they're, they're viewing, we've, we've talked about this and we're going to talk about this more and coming weeks and months, is that, you know, Delaware is a domicile is, is at least their leadership thinking. Of existential threats to their one of their State Industries. Exactly. That's part of it is because controlling shareholders are feeling very constrained by this regime. As if I'm Matthew's reaction and Elon Musk before that, right? All right. Wow, that was There's a lot to follow. When's the Supreme Court's supposed to hear this end of October, they'll hear a argument, then they'll render a decision sometime after. So we're not going to know about this. So no, it's gonna take a little while portrait advisor. So wanna be so wanna be in Carson City, they so on able to get down to Vegas Arena, All righty anyway, all right. Let's um, How about a quick break and then we can come back to talk about shareholder. Proposal developments here at shareholder Primacy. This is the free flow media podcast Network, where we covered 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. Welcome back to shareholder Primacy. I'm Ann Lipton here with Mike Levin and we're going to talk about shareholder proposals now, like, what is going on with shareholder proposal? What is going on? There's a lot. What is a shareholder? A shareholder proposal is is when a shareholder proposes, some business to a company to be voted on by other shareholders at the next usually annual meeting. These are rarely handled that special shareholder meetings. So what annual meetings? Oh, there's also the stuff we normally see for Cheryl to proposals is this whole range of ESG environmental social governance proposals, there's been almost 1000 of them proposed. You US public companies in 2024, so there's just and it's about climate and setting. A climate goal it's about setting you know resolving that our board is going to be more diverse. There's shareholders have a whole range of issues that concern them that they want other shareholders to vote on. It's, it's kind of a way that this community views to put pressure on companies. Oh, correct. Yes yes the world the word is predatory or just kind of optional so suggestions they're just yeah right they're just this is the sense of the shareholders we think that Exxon Mobil ought to move to a net zero emissions position by 2040. I mean that's just an example. There's just dozens and hundreds of them and all sorts of ways, it's pretty contentious but there's a lot of these. Now what's important to note here, is that very few shareholder proposals are originated from hardcore Hedge fund and financial activists, like, like me, most of them are from, you know, people who have some sort of a cause or some sort of a point to make, you know, about Labor Relations about, like you said climate or, you know, social position at a company and there's a whole process. That they have to go through to have companies consider it tends to be known by its SEC designation, its rule 1488 and there's and all these. So that it's just it's a way for the SEC to decide whether or not the company needs to consider it needs to put it on the agenda at the meeting and so forth and it's there's a well-trod path about how these all these proponents need to go down. And like I said, most Most hedge funds and you know, just just don't don't they don't get there. They're interested in more more mundane. Things like about whether the company is making money. So explain, what's the problem with using for? I mean how does 14a work? What? Oh so essentially the The proponent submits, a proposal to the company and says, we'd like to consider this at the neck next meeting. And the companies almost always immediately go to the SEC and say, please let us know whether we can exclude this. From the meeting agenda, exclusive proposal. And from their proxy right from the meeting agenda and then also, from the proxy. Exactly. Right. So they don't want to put it on their own proxy materials to distribution. Exactly. So the, the what the proponent with the shareholders doing is they're basically using a little bit of kind of regulatory Judo. They're, they're they're telling the company, okay? You're gonna put this material into the proxy and you're going to kind of publicize it for us. So, you know, the showers get all this proxy stuff and they'll read about the proposal about the climate and they'll say, oh, this is interesting, right. The company has to distribute approxi anyway because they're the directors to vote on here. So and all these are exactly exactly. And the shareholders are saying put my proposal in these proxy materials that you're Distributing anyway. Right. And everybody can see that and there's this, there's this whole dance that goes on where the SEC gives the company like 10 different crowns to exclude them. You can exclude it, if it's ordinary business. If the proposal is about the color of the carpeting in the office is You don't have to include it. If the proposal is already something we started to implement. You don't have to include it. If the proposal is going to cause us to violate some state or federal law, you don't have to, there's like a range, like 10 different bases. And there's a lot of debate and discussion about oh this one does counter does kind and companies use this aggressively and have used it more to try to avoid having to publicize. These are these proposals and each kind of requirements for the shareholder, right? They can only put one proposal exactly. And Right. So and now recently the United Mine Workers, they did say really clever. Restrictions that are on 1488. Yeah, so let me let me talk about that. So the Mine Workers part of the AFL c. A l is, you know, been the kind of organization that has been submitting these proposals for years. To various companies. Okay. And You know, they'll submit, you know, something for Labor Relations, or possibly in climate and so forth. But you know, there there doing this routine Lee. They got a different idea, they wanted to avoid this whole 1488 process, completely So they notified a company where they owned a little bit of shares. It's called Warrior met. Coal. HTC is a ticker and not coincidentally. The Mine Workers in HCC. Had had some serious contentious labor problems. They were actually picketing outside of black. Oh yeah, they were practiced. Oh yeah, we have black raccoons. A big chunk of warrior, match, shares and so forth. Yeah, they're the Labor Relations problems. That worried might call were legendary, And so the Mine Workers said we're going to we're going to figure out another way of skin this cat. so, instead of going through this whole 1488 dance, They submited, not one but five proposals. To worry about coal, one of that was a labor relations, proposal saying we oughta, you know, do Labor Relations better. It's we don't have to go into the detail about what the substance proposal was really about trying to improve Labor Relations, coming from a union, then there were four other proposals. That they submitted all we have to do with corporate governance about majority vote and I can't remember the others. and, A normally HCC would come back and say up you're only allowed one. Pick one. you, you have to limit your Supporting statement here that you can do to 500 Words and we're going to look and see if it's ordinary business there. We're going to really the Mine Workers avoided that completely because they treated this like a basic proxy solicitation as if they were nominating directors and there's this little separate part of the SEC rules called 1484 that regulates this. So this would be called a 1484 proposal. So they notified Warrior method. We're going to submit these five proposals and vote on him at the shareholder meeting and they were going to go out and solicit, their own proxies in support of these proposals. So they said they're not using the company. See, they're not correcting this proposal on the company, they're Distributing their own process statement. So they were going to go contact, you know, dozens or potentially hundreds of shareholders and say if you hears our proxy here's our statement. You can look on Edgar for it if you want. And and just talk to us, talk to us about these proposals and submit car, you know, the I don't know if they're going to use a blue card, I don't know how it worked and just talk to us about voting in support of these proposals and they, the Mine Workers were going to spend some money to like, you know, put up a little website and just solicit support for this on their own, and the company got nervous, wait, before we even go there. So I just want to be clear on this. So normally shareholders, they put these proposals that go on the company proxy. But if you're like having a contest for like the board, then you create your own proxy materials and you listen your own property. Just like just like A board election, right? And they did it that way. So they didn't have to go through 148. They could say whatever they want. They don't have to limit. It. But that's so that's really clever. But they had to spend some money. How expensive is this? 15,000 dollars, not much. That's not you know like it's not it's not nothing. It's not it's not nothing. But I mean for somebody who is An interest. Yeah. But it's not nothing, but compared to the hundreds of thousands that they would normally have to spend a solicit proxies at a US public listed company. It's, it's really cheap. The Mine Workers. People did some of their own, their own solicitation. They were out in their office, calling shareholders and saying vote for us, but what got interesting. So there was actually a couple points to make first. The Mine Workers kind of cornered Warrior met coal here in a very interesting little development. So because they were going to, you know, circulate their own proxy, listing all the directors listening, all the business to be voted on at the meeting. But they were they were going to see these proxies from potentially Black Rock from potentially. All the big HCC, so holders, the vote to the Mine Workers, instead of right the company, Mine Workers would see the vote's not. Right? And so the Mine Workers, the mine were the company would kind of know, kind of what vote, you know, what? Volume of votes were coming, but they wouldn't know how people were voting. Wouldn't know who voted. Okay, so they were going to lose control over voting at their own Shelf. So, the HCC very quickly said, okay, we will include your five proposals in whatever form you State them on our proxy statement. So they got them into the company proxy anyway. Simply yes threatening to solicit their exactly and they submitted, they solicited, maybe 10 or 12 or 15 and not many probably some bigger shareholders. And then finally said, so probably the shareholders oh you know you can just vote on the HTC proxies it's just fine our proposal. So there's so there's we could talk about the cast friends here. What happened at the shareholder meeting which happened in, I think May was out of five proposals the Labor Relations. Proposal won a majority. Wow. Okay, which is in this day and age. When very few ESG type proposals are winning any kind of support that won, a majority of the four Governors, proposals the company endorsed one of them. And so that one like you know 98% of the and of the other three that the company governs, the company didn't endorse. I think two one, a majority. That is so they HTC Mine Workers, got achieved all their goals. So there it's it's worth noting one other quick comment about this and then there is we can talk a little bit about starboard. That there's an interesting little connection to Universal proxy here. Okay, I talked about that. Yeah, we talked about you for practice last week, but Universal proxy made one little change in the proxy solicitation rules having to do with how activists can or can't include company incumbents. On their own proximately used to be before Universal proxy. You couldn't. Without the consent of the incumbents list, them on your own proxy. Materials, proxy cars. So if I solicited votes, I couldn't list the existing directors, exactly with that with that. You. So you had a go to the incumbents and say, I like your consent to put your name on my stuff and they'd say no and they say no, forget it. Okay. Well, and it's called The Bona Fide. A Bonafide, a bona fide nominee Rule, and so forth. Well, in order to make Universe proxy work, they got rid of that. So now, I'm soliciting proxies, I can put the incumbent directors on my proxy. Exactly. So, if you're black rock and you're and you receive the HCC proxy card and you receive the Mine Workers proxy card their identical. Before HCC agreed to include the proposals. In fact, they were identical because the the Mine Workers card included, all the proposals, all the directors, and the five proposals that the Mine Workers were promoting. Okay. And they could say, oh good, I can vote for directors. I can, I can do all this voting stuff. I like to do now that I couldn't do a few years ago before you Universal proxy, right? So yeah, so if the Mind work is a tribe, this will solicit our own proxies thing before, you know, Universal proxy. They would have been soliciting votes that you could only vote for the proposals. You wouldn't have been able to exactly wouldn't vote for directors and so forth. That's not responsible, right? The major shareholders aren't going to say. I'm gonna return a card that says only the proposals and not the directors, right? They're priority is voting on directors and the Mine Workers knew that. So right. But once Universal Parks, now they can do this tactic. And this tactic of Just a proposal solicitation because they can also list the incumbent directors and shareholders can vote for both the proposals and the incumbent directors. Well, And what was so interesting and we I kind of, you know, I saw that I wrote about it and so that this is really kind of cool. This is like a new way to kind of get out of this whole 1488 treadmill and do something kind of creative. And I said wow they're latte ESG, folks that are probably gonna find this little bit and they are There's some I've gotten some calls from people about, you know. How is this work and so forth? What I didn't expect or what? No, one expected was for Big Time. Badass hedge fund to start and this is Star Wars and starboard. Which is a Really major hedge fund in activist hedge fund in New York Jeff Smith's just outstanding. He's the guy who went in elected an entirely new board of Darden. A few years ago and I used the materials of my class. They're great. Oh my God. It was just, it was a, it was great. It was really a good show of how a shareholder really should. Be aggressive anyway. There they own newscorp. The Murdoch owner of the Wall Street Journal and so forth and that's a big dual class share company and we could talk about dual class shares another show, but like many before at Starburst, not happy with the Dual class share structure. And so they wanted the company to change it, and you could just jump up and down and yell at the murdochs and say change your dual class share structure and say, yeah, okay, you know, maybe not but starboard went to a little further and they said we're going to submit a proposal for shareholders to vote. Okay, but they didn't submit this so called 148, go to the SEC, get no, action, their soliciting, their own proxies just the way the mine, just just the way the Mine Workers. So the Mine Workers were doing it for, you know, Labor Relations, and a couple kind of little more obscure governance points. Starburst challenging. The foundational, corporate structure. At Murda at News Corp. With a proposal where they're going to solicit their own proxies under 14 A4, they're going to list all the directors and we just talked about, and they're going to start listening proxies to support. Now, it's, it's a predatory proposal. There's no way that they could structure proposal where if shareholders approved it that it would automatically find. So it's kind of advice and all so I mean it's a 2:00 share can't win. Well, I don't know, the murdochs own Murdoch family, I guess I haven't studied again. I don't know News Corp. Only like 14% of the economic value, but they control 40% of the votes. So theoretically, yeah well so yes theoretically so there was a proposal was a 1488 to use the lingo from about eight years ago. 2016. Silver proposal was voted on and like 90 something percent of the unknown Murdock shares voted in support of these of getting rid of dual class that was like, 49%, Of the, of the, all the votes. Voted. So with some clever and aggressive and resourceful, Solicitation there's a there's a non-zero chance of prevail here could actually Round Up 50%, you know? And and you know, it's pretty contentious, you know, news Corps been doing, okay? It's Media company. They got some issues. um, So I'm not I wouldn't count out that starboard could actually win this, but even if they win it, it's still non-binding. It's just a correction Force. Yeah. Yeah, correct. But but if, if you know it's gonna be kind of hard for the murdochs, it's a majority if they lose a majority. So so, you know, the meeting has been scheduled. It was sort of see, but that was, that was so fascinating, is to not just see your conventional ESG, proponent, trying to do this. But like you said a badass hedge fund looking at a Cheryl. So what are you thinking comes next? Either for a news corporate just in general, for this oh there's gonna be more of this. I think, I think between the idea that Bigger portfolio companies are suing like Exxon proponents over. 1488 proposals the idea that you could sort of do this and maybe not spend a ton of money. You know, maybe, you know, certainly Starbucks going to spend more than 15,000 dollars at News Corp. But, you know, there's plenty of other ESG proponents that are saying, oh, I could I could spend 20,000 dollars and sort of get my proposals on to the company proxy and kind of making it an organization to know this, they may vary. Exactly. So anyway, so um, so I'm expecting to see some more of this in the coming months. It should be. And I don't know, again, remains to be seen what star, but there could be other hedge funds. They're going to try to do this too. That's what's so that's exactly. Wow. So yep. Okay. All right. Well, let's wrap up their next time. Yes, thanks Ann. It's been terrific talking about these subjects. This is shareholder Primacy hosted by Ann Lipton and me Mike Levin. I'm an independent activist investor and advisor to investors about their activist situations. And of course, is the Michael and professor in business, law and Entrepreneurship, At two lane law school and an affiliate of two lanes, Murphy Institute and is pretty dried today. As far as we can tell, A, you can find me Mike at the activist investor.com and you can find two lane.edu. Our podcast is produced and distributed by free float media. Thanks for listening. Talk again very soon.