Speaker 1: Hello, and welcome to the Votes and Verdicts podcast hosted
Speaker 1: by Bloomberg Intelligence, the investment research platform of Bloomberg LP.
Speaker 1: In this podcast series, we talk about the intersection of
Speaker 1: business policy and law. My name is Jennifer Ree. I'm
Speaker 1: a senior analyst with Bloomberg Intelligence covering US anti trust
Speaker 1: litigation and policy. This is the third of the Votes
Speaker 1: and Verdicts podcast series focused on anti trust issues, and
Speaker 1: for this anti trust episode, I'm really excited to be
Speaker 1: joined by mort Skrosure, the Senior Director for Technology Competition
Speaker 1: Policy at the Software and Information Industry Association, which is
Speaker 1: a mouthful, so I'll be calling it SIIA if we
Speaker 1: mention it going forward now. Prior to his current role
Speaker 1: at SIIA, Moret was a non resident Senior Fellow at
Speaker 1: the Atlantic Council's Europe Center, and he served for more
Speaker 1: than a decade as counsel and senior advisor to a
Speaker 1: foreign ambassador in Washington, DC. Earlier in his career, he
Speaker 1: worked in Europe as a government official and as chief
Speaker 1: of staff to a political leader. He holds an LLB
Speaker 1: and an LM from the University of Copenhagen, where he
Speaker 1: studied under a former chief Justice of the European Court
Speaker 1: of Justice and specialized in EU competition law. Now he
Speaker 1: also has a jd from the Washington and Lee University
Speaker 1: School of Law, so he's also well versed in US
Speaker 1: anti trust law. More, thank you so much for joining
Speaker 1: me for this podcast.
Speaker 2: Thanks so much for having me, Jen. It's great to
Speaker 2: be with you.
Speaker 1: He know, you and I see each other at anti
Speaker 1: trust events all the time, and we sit down and
Speaker 1: I feel like we have the most interesting conversations about
Speaker 1: just generally what's going on in the anti trust world.
Speaker 1: And it occurred to me, well, that conversation might be
Speaker 1: good for a podcast, So here we go. So mort
Speaker 1: and I are going to be talking about some propose
Speaker 1: changes the Federal Trade Commission and Department of Justice Anti
Speaker 1: DRUSS Division are making to rules and guidelines, and these
Speaker 1: changes are going to have a significant, in my mind
Speaker 1: at least a significant impact on merger and acquisition activity
Speaker 1: if the changes are implemented as they are proposed today. Now,
Speaker 1: as I mentioned, More represents a trade association that's comprised
Speaker 1: of technology and software companies. But how he thinks about
Speaker 1: these initiatives and analyzes them really generally applies to any
Speaker 1: industry impacted by the activities of the agencies. But we
Speaker 1: are also going to take advantage of Mort's deep experience
Speaker 1: with EU competition laws to discuss some legislation in New
Speaker 1: York that may actually result in New York enacting anti
Speaker 1: dress laws that are similar to those in the EU
Speaker 1: and quite different from what we've been the framework we've
Speaker 1: had in the US. So, but before we jump into
Speaker 1: these topics, Mort, can you tell us a little bit
Speaker 1: more ABOUTASIIA, still a mouthful and your role with the association?
Speaker 2: Sure? So. My role at SIIA is primarily focused on
Speaker 2: three issues. So one bucket is competition law and policy
Speaker 2: in the US and Europe. Another bucket is content moderation
Speaker 2: slash Section two thirty issues, and the third bucket is
Speaker 2: made up of some discrete transatlantic digital issues such as
Speaker 2: the EUS Digital Services Act, the EU Data Act, and
Speaker 2: data flows. With respect to SIA, we're as an organization,
Speaker 2: we're dedicated to the business of information. We represent about
Speaker 2: three hundred and fifty large and small companies across the industry.
Speaker 2: Our members provide the platforms, data, content and information that
Speaker 2: drive the global economy, informs financial networks, and connects students
Speaker 2: and educators. And to give you just a couple of examples,
Speaker 2: policy Division of which I'm a part. We work to
Speaker 2: shape technology and information policies to foster innovation and protect
Speaker 2: consumer welfare. Our Financial Information Services Division or PHIZZZ, on
Speaker 2: the other hand, it is the global form of choice
Speaker 2: for financial information services companies and professionals UH and where
Speaker 2: they can engage on trends in their industry. Great.
Speaker 1: Now, I guess I should ask you, since you said
Speaker 1: fizz D, whether i'm s I I A is correct
Speaker 1: or do you say CIA.
Speaker 2: We said it's called s I I A H it
Speaker 2: is an out though I agree. I mean, I still
Speaker 2: you know, I've been here for a while. I still
Speaker 2: mix it up from.
Speaker 1: There, right, And I get that, you know what, what
Speaker 1: more described it seems so very focused on, you know,
Speaker 1: tech and tech companies, but really when he's looking at
Speaker 1: anti trust policy, you know, he's thinking about how that
Speaker 1: policy is can impact tech companies. But that same policy
Speaker 1: and the way it could impact a tech company will
Speaker 1: impact any industry that is basically engaging in m and
Speaker 1: A mergers and acquisitions activity and has to file before
Speaker 1: the Federal Trade Commissioner, Department of Justice, and deal with
Speaker 1: a potential following investigation. So let's move into this. I
Speaker 1: mentioned that there are these initiatives at the FTC and
Speaker 1: DJ and in my mind, for all intents and purposes,
Speaker 1: it's really intended to combat consolidation across many industries. The
Speaker 1: antitrust enforcers appointed by the Bid Administration have made it
Speaker 1: really clear that they're going to aggressively seek to slower
Speaker 1: stop consolidation, and we've definitely seen a lot of activity
Speaker 1: aligned with this goal. So what I'm going to start
Speaker 1: with are something a lot of people probably have never
Speaker 1: even heard of, but they are proposed changes to the
Speaker 1: heart Scott Redino filing rules sometimes called HSR filing rules.
Speaker 1: So let's start just with background more. Do you just
Speaker 1: want to explain what HSR is and what HSR notification
Speaker 1: rules are?
Speaker 2: Sure, So, between nineteen forty when Congress passed the Clayton
Speaker 2: Act in nineteen seventy six, there was no obligation for
Speaker 2: companies to give notice of a proposed merger. If a
Speaker 2: transaction raised anti competitive concerns, the only avenue available to
Speaker 2: the enforcement agency, so the Anti Trust Division and the
Speaker 2: FTC was to go to court after the deal had
Speaker 2: already closed and asked for a breakup. Order to remedy that,
Speaker 2: Congress passed the HSR Act that you reference before, and
Speaker 2: the HSR Act imposed an obligation to notify the agency
Speaker 2: the agencies before con consummating mergers over a certain size,
Speaker 2: and that number deal size is adjusted every year and
Speaker 2: after the last adjust deals over with a value of
Speaker 2: over four hundred and forty five point five million dollars
Speaker 2: must always be notified, and deals with a value of
Speaker 2: over one hundred and fourteen point five million dollars must
Speaker 2: be notified if certain conditions are met. And in addition,
Speaker 2: the HSRX set a timeline for merger reviews, so if
Speaker 2: these requirements are met, the parties must file what is
Speaker 2: called a merger notification and they along with that notification,
Speaker 2: they must submit some basic information about their deal. The
Speaker 2: notification also starts what is called an initial waiting period,
Speaker 2: during which the agencies conduct an initial review, and it
Speaker 2: also bars the parties from closing the deal. At the
Speaker 2: end of that initial waiting period, the agencies can decide
Speaker 2: to do nothing, which then frees up the parties to
Speaker 2: close their deal, or they can issue what is called
Speaker 2: a second request, which requires the parties to submit a
Speaker 2: substantial amount of additional information, and the second request also,
Speaker 2: or the issuance of a second request also starts a
Speaker 2: new waiting period.
Speaker 1: Yeah, exactly. I mean, that's a great background on it all.
Speaker 1: And I should say that, you know, there are at
Speaker 1: the big law firms that tend to handle mergers I
Speaker 1: should say transactions, because they're not all mergers. There's always
Speaker 1: somebody specialized or a small group specialized that just deal
Speaker 1: with HSR. And that's it. You know. They look at
Speaker 1: a deal that's coming in, they determine, you know, does
Speaker 1: it exceed these thresholds, does it have to vile HSR?
Speaker 1: And if it's determined that they do, then they go
Speaker 1: ahead and start to prepare the materials. That's back when
Speaker 1: I practiced, that's a little bit of what I did,
Speaker 1: or at least I helped the sort of the primary
Speaker 1: people in our law firm that did that to pull
Speaker 1: those together and think about that, you know. And the
Speaker 1: thing is really, at least at this point, the majority
Speaker 1: of deals filed generally close after the first thirty days
Speaker 1: the initial waiting period, right, and rather than as important
Speaker 1: to that in depth or view.
Speaker 2: Right.
Speaker 1: Yeah, So okay, so there are proposing changes to these rules,
Speaker 1: and I have to say that, you know, other than
Speaker 1: tiny little tweaks or thresholds changing, maybe a few exemptions
Speaker 1: being tweaked over the years that I practiced, I don't
Speaker 1: really remember any kind of major changes to the HSR.
Speaker 1: So more, what what is it they're trying to address
Speaker 1: with the changes and what are those changes?
Speaker 2: So, so the agency is you know, tying into what
Speaker 2: you said at the outset about the agencies clearly looking
Speaker 2: to you know, make it more difficult to engage in
Speaker 2: m an a activity. You know, you know they've proposed
Speaker 2: these rules or these changes to the ahs R rules,
Speaker 2: and you know, also to the merger guides before, which
Speaker 2: we're going to talk about later. So specifically as it
Speaker 2: relates to the HSR or the proposed changes to the
Speaker 2: hs ARE rule, the reason the agencies are proposing these
Speaker 2: changes is that, according to them, the information collected under
Speaker 2: the current rules and in the initial phases of an
Speaker 2: investigation doesn't allow them to conduct an effective and initial,
Speaker 2: effective and efficient initial review of a proposed merger. So
Speaker 2: what are they trying to do or what are they
Speaker 2: proposing to do? So if if these changes are adopted
Speaker 2: in their current form. The changes would substantially and I
Speaker 2: mean substantially, expand the scope of documents that the parties
Speaker 2: would be required to submit at the outset, including all
Speaker 2: agreements related to the transaction. But more important than that,
Speaker 2: actually the parties would be required to submit narrative explanations
Speaker 2: of their not only of their current business operations, but
Speaker 2: they're rationale for the proposed transaction, something that we don't
Speaker 2: have in the US, but which is fairly and in
Speaker 2: you know, in in the EU, it's fairly common in
Speaker 2: the in the UK if you notify a transaction, I
Speaker 2: should say in the UK, parties are under no obligation
Speaker 2: to notify transactions, but if they do, they're often asked
Speaker 2: to submit these narrative explanations. In essence, what the proposal
Speaker 2: would mean is that it would frontload, front load the
Speaker 2: current the current process and require the parties at the
Speaker 2: outset a lot of information that you know, they would
Speaker 2: only under the current rules they would only be required
Speaker 2: to produce if a second request is issued, and that is,
Speaker 2: you know, second requests are only issued if a deal
Speaker 2: after an initial review raises potential anti competitive concerns. It's
Speaker 2: also important to UH to point out that the agencies
Speaker 2: acknowledge that the proposed changes would increase the burden on
Speaker 2: all filers UH, and that some of these changes would
Speaker 2: increase the burden substantially on some filers.
Speaker 1: Yeah, I mean I think that's that's absolutely true. You know,
Speaker 1: when I think about HSR filings in the past, I mean,
Speaker 1: they were a relatively in the scheme of things, right
Speaker 1: when when you have the legal aspects of mergers and acquisitions,
Speaker 1: they were a relatively easy thing to do. I mean,
Speaker 1: it was filling out a form. It was a small
Speaker 1: number of documents most of the time, not even in
Speaker 1: the old days of paper copies, not even a full box.
Speaker 1: And right, and companies even agree in their merger agreements,
Speaker 1: we're going to get this filed within you know, a
Speaker 1: week or ten business days or two weeks of signing
Speaker 1: the agreement, which is, you know, pretty fast work. When
Speaker 1: it comes to lawyers, I think this changes a lot
Speaker 1: of things. I mean I think this really and also
Speaker 1: I think there was no need, at least at that
Speaker 1: point in time to start to strategize. I mean, lawyers
Speaker 1: might already be internally strategizing about the deal and in
Speaker 1: whether they're might need to be some anti trust defense
Speaker 1: to the deal constructed, and what kind of arguments could
Speaker 1: be made that the deal is pro competitive. But here
Speaker 1: you may have to start thinking about that much earlier
Speaker 1: on before actually getting the deal notified at all, which is,
Speaker 1: as you mentioned, a little bit more like the way
Speaker 1: it's done in the EU. I mean, I think this
Speaker 1: is a really big change. I know you do too.
Speaker 1: On behalf of SIIA. You did submit some comments to
Speaker 1: the FTC and you outlined your thoughts and some concerns
Speaker 1: about these proposed rules. So why don't we walk through
Speaker 1: those because I thought, you know, they had a lot
Speaker 1: of merit when I look through what you all had
Speaker 1: proposed and submitted, and there are concerns that companies should
Speaker 1: have today.
Speaker 2: Absolutely, so we have we have a number of concerns.
Speaker 2: So at a very basic level, I mean, we believe
Speaker 2: that the proposed changes run counter to the legislative intent
Speaker 2: behind the HSR Act and also the express purpose of
Speaker 2: the Paperwork Reduction Act. When Congress passed the HSR Act,
Speaker 2: they said that the goal was to carefully balance the
Speaker 2: need to detect and prevent the llegal mergers and acquisitions
Speaker 2: prior to consummation without unduly burdening business with unnecessary paperwork
Speaker 2: or delays. That's almost an exact quote from the relevant
Speaker 2: Committee during its markup of the HSR Act. As far
Speaker 2: as the Paperwork Reduction Act is concerned, the purpose of
Speaker 2: that act or that law is to minimize the paperwork
Speaker 2: burden for, among others, businesses, and to maximize the utility
Speaker 2: of information collected and used by the federal government. In
Speaker 2: this specific case, as it relates to the HSR Actor,
Speaker 2: the proposed changes to the hs are rule. If you
Speaker 2: look at the agency's own estimates, I said at the
Speaker 2: outset that they recognized that it would be you know,
Speaker 2: it would increase the burden on filers. And they they
Speaker 2: say that a run of the mill, their own estimates
Speaker 2: say that a run of the mill filing under the
Speaker 2: proposed rule would take one hundred and forty four hours
Speaker 2: to complete. That is four times the current average and
Speaker 2: therefore not a trivial trivial increase, but even more than that,
Speaker 2: A recent survey of in house councils and law firm
Speaker 2: antitrust practitioners actually put the number closer to three hundred
Speaker 2: and thirty hours. And that is to say, nothing of
Speaker 2: the you know, the substantial additional cost that compliance for
Speaker 2: companies would entail. On the agency side of the lecture,
Speaker 2: there's also, I think a question of whether, as a
Speaker 2: purely practical matter, they would even have the time to
Speaker 2: review and process, or in the words of the Paperwork
Speaker 2: Reduction Act, utilize all this additional information as part of
Speaker 2: their initial review. In its most recent budget requests, the
Speaker 2: FTC requests that a large increase in funding for its
Speaker 2: Bureau of Competition, which is the bureau within the FTC
Speaker 2: that handles mergers, just to be able to maintain its
Speaker 2: current performance level and so on the basis of that,
Speaker 2: I think the answer would appear to be that the
Speaker 2: agencies actually would not be able to really take advantage
Speaker 2: of or utilize this additional information so early in the process.
Speaker 2: Together with the proposed changes to the merger guides that
Speaker 2: we're going to talk about later, were concerned that these
Speaker 2: changes or these proposed changes would have a chilling effect
Speaker 2: on merger activity more broadly, which would in our mind,
Speaker 2: deter innovation and hamper economic growth and those that are
Speaker 2: likely to be hit the hardest, or actually small companies
Speaker 2: and startups whose business models often are designed to maximize
Speaker 2: exit options. So our bottom line is this, there may
Speaker 2: be good reasons to update the current merger notification regime,
Speaker 2: like you talked about, Jen, you know, it hasn't been
Speaker 2: updated in many, many years, I think over forty years.
Speaker 2: But we do not believe that the agencies have provided
Speaker 2: a compelling or even a sufficient reason to justify the
Speaker 2: imposition of substantial new burdens without any benefit for the
Speaker 2: vast number of transactions that raise no concerns.
Speaker 1: Yeah, and it really seems like, you know, some of
Speaker 1: the goal here is just to simply discourage M and
Speaker 1: A activity at its out me particularly you know you're
Speaker 1: talking about the startups that are getting hard to hit.
Speaker 1: I mean, this is an area that's created some difficulty
Speaker 1: I think for business strategies and a lot of industries
Speaker 1: because we are seeing these attempts by the Federal Trade
Speaker 1: Commission and Department of Justice to try to stop in
Speaker 1: a couple different ways. One try to stop what they
Speaker 1: call potential competition deals where an incumbent buys up a
Speaker 1: small startup. I intended just sort of quelch the competition
Speaker 1: that might be posed in the future by that startup,
Speaker 1: And you know, it makes it very difficult for those
Speaker 1: startups that really intend to ultimately get sold for a
Speaker 1: lot of money to some bigger company. This really gets
Speaker 1: in the way and it does add a lot of
Speaker 1: burdens for that startup, and I think that really impacts
Speaker 1: the tech industry. I mean, we saw the FTC challenge
Speaker 1: Meta when it tried to acquire within which sort of
Speaker 1: falls within this category, and we've seen it in the
Speaker 1: pharmaceutical area too, So you know, this this adds a
Speaker 1: burden and it could actually in some ways dampen certain
Speaker 1: kinds of innovation.
Speaker 2: Absolutely, absolutely, Yeah.
Speaker 1: It's it's a big change. And I know that they're
Speaker 1: not final yet, so we do know that at the end,
Speaker 1: they're accepting comments, they think about those comments, they discuss them.
Speaker 1: You know, it's possible that the rules will have a
Speaker 1: narrower scope. We don't know for sure. I mean, all
Speaker 1: of this is going to kind of flesh itself out
Speaker 1: next year, and nothing will get implemented till some point
Speaker 1: next year. We don't really know when. But still it's
Speaker 1: a warning that you know, companies need to think about,
Speaker 1: and it may be maybe why I mean, I feel
Speaker 1: like I'm kind of seeing an uptick in mergers now,
Speaker 1: and it may be because of companies trying to get
Speaker 1: these easier HSR filings in now before these rules change. Absolutely,
Speaker 1: let's move over to the merger guidelines because I think
Speaker 1: that's an even bigger deal in my mind. Maybe it'll
Speaker 1: impact fewer deals than the HSR changes do it, but
Speaker 1: it's a big change and also add to the burden
Speaker 1: imposed on companies to certain deals at least. So let's
Speaker 1: start again like we did with AHSR. Let's look at background.
Speaker 1: Just for people who may be listening to aren't attorneys
Speaker 1: don't really have a background in how this all works?
Speaker 1: Do you want to at least explain more what the
Speaker 1: merger guidelines are?
Speaker 2: Sure so distilled to its essence. Section seven of the
Speaker 2: Clayton Act says that mergers and acquisitions whose effect may
Speaker 2: be to substantially lessen competition and create a monopoly are prohibited.
Speaker 2: You know. The statutory language, you know, as anyone can see,
Speaker 2: is fairly vague, and because of that, the courts have
Speaker 2: played an outsized role in developing the body of law
Speaker 2: that today governs mergers and acquisition activity in the United States. Traditionally,
Speaker 2: the merger guidelines have provided a consensuve view of what
Speaker 2: the law is, and through the guides, the agencies have
Speaker 2: advised the business community, the courts, and the broader public
Speaker 2: of how they so. In other words, the agencies that
Speaker 2: the enforcement agencies intend to apply the law to individual cases.
Speaker 2: This has allowed businesses to predict, predict with a fairly
Speaker 2: high degree of certainty, what if any, actions the agencies
Speaker 2: might take in response to a proposed merger. It's important
Speaker 2: to understand also that the merger guides are what is
Speaker 2: called a policy statement, which means that they are not
Speaker 2: binding on the courts in order the courts owe them
Speaker 2: any any deference. But the courts in general have found
Speaker 2: the guides to be very helpful and have you know,
Speaker 2: are using them or have been using them fairly extensively.
Speaker 1: Yeah, and in particular, and I know you're going to
Speaker 1: get into this later, but in particular they are willing
Speaker 1: to use them many courts because at least up until now,
Speaker 1: they haven't viewed the guidelines necessarily as a political a
Speaker 1: political doctrine or a political document. They have been adopted
Speaker 1: over the years slight changes made over the years in
Speaker 1: a bipartisan manner by many different appointees from different administrations
Speaker 1: and kind of have always had the same general core
Speaker 1: and framework. I mean I am very intimately familiar with
Speaker 1: what the guidelines say because that was my main area
Speaker 1: of practice when I was a lawyer, was basically working
Speaker 1: on M and A, dealing with those guidelines and walking
Speaker 1: through them to say to the companies, hey, here is
Speaker 1: how the agencies are going to evaluate your deal. And
Speaker 1: you know, for people not familiar with the guidelines, look,
Speaker 1: they talk about competitive conditions resulting from a merger, how
Speaker 1: they might change. They look at markets, they look at competition,
Speaker 1: they look at concentration in markets, they look at potential entry,
Speaker 1: they look at coordination on price or output. Essentially, you
Speaker 1: know the competitive conditions in an industry and how those
Speaker 1: can dotions may change by virtue of a merger. So
Speaker 1: similar to the HSR changes, I think that the agencies,
Speaker 1: with some of the changes they're proposing and more you're
Speaker 1: going to get into those in a minute, are again
Speaker 1: sort of making it not only trying to sort of
Speaker 1: hamper merger activity at the outset, making it a lot scarier,
Speaker 1: let's say, to jump into one, but they're also trying
Speaker 1: to identify mergers, making it easier to identify mergers that
Speaker 1: have any trust problems easier to investigate them and potentially
Speaker 1: ease their path in court as well when they try
Speaker 1: to block those deals. So let's dig into these merger
Speaker 1: guidelines changes, so more talk to us about what the
Speaker 1: changes are trying to address.
Speaker 2: Sure, so you know, as you said earlier, Jen, I mean,
Speaker 2: it's no secret that the current heads of the enforcement
Speaker 2: agencies have been critical of what they think was or
Speaker 2: has been lax enforcement in previous administrations of both parties,
Speaker 2: and that they are looking for ways to apply the
Speaker 2: law law much more aggressively. In the proposed changes to
Speaker 2: the merger guides, these agencies say that they want these
Speaker 2: new guides, or the proposal that they have made there,
Speaker 2: they're looking to achieve three primary objectives. So they want
Speaker 2: the guides to reflect the law as written by conguerors
Speaker 2: and interpret it by the courts. I think there's definitely
Speaker 2: disagreement over whether their interpretation of what the law says
Speaker 2: and what the courts have said fifty years ago exactly exactly,
Speaker 2: But that's one of their goals. So a second goal
Speaker 2: is that they want the guides to be more accessible
Speaker 2: and transparent, and they they're also looking to provide a
Speaker 2: framework that again and their you know, in their view
Speaker 2: of reality, reflects the realities of the modern economy. They
Speaker 2: also introduce thirteen principles or guide lines, some of which
Speaker 2: we can discuss a little more in depth later, that
Speaker 2: they that the agencies quote unquote may apply in making
Speaker 2: their determination about whether a merger is anti competitive. Yeah.
Speaker 1: And I have to say, in looking over those thirteen
Speaker 1: principles or guidelines that may apply, rather than providing any
Speaker 1: certainty for companies that are emerging to try to figure
Speaker 1: out how to do it and whether their deal will
Speaker 1: be considered you know, anti competitive or not, it really
Speaker 1: makes it less certain to me. I think it adds
Speaker 1: a lot of ambiguity. And I know again on behalf
Speaker 1: of s IAU submitted comments to the FDC then outlining
Speaker 1: your thoughts about these rules. So why don't you talk
Speaker 1: through you know, how you're looking at these what your
Speaker 1: concerns are.
Speaker 2: Sure, so let's stipulate at the outset that you know,
Speaker 2: conducting periodic reviews of existing policy documents and making changes
Speaker 2: of circumstances weren't from our perspective, is good and responsible government.
Speaker 2: So you know, you know, tweaks over time can certainly
Speaker 2: be be a good idea and might actually be necessary
Speaker 2: you know, as you know, as you know, as the
Speaker 2: law develops, and as you know, economic uh theories developed,
Speaker 2: and what have you. You know, in this specific case,
Speaker 2: the horizontal guidelines were last updated in twenty to ten,
Speaker 2: so it's you know, it's certainly not unreasonable to expect
Speaker 2: or to suspect that, you know, that some updates might
Speaker 2: be needed. That said, from our perspective, the draft Guidelines
Speaker 2: raise a number of issues, some of which are likely
Speaker 2: to adversely affect their persuasive value. You know, I mean,
Speaker 2: I completely agree with you, they do not really you know,
Speaker 2: the draft does not really provide much in the you know,
Speaker 2: the sense of guidance for you know, for companies and
Speaker 2: their legal advisors, and I and I suspect the you know,
Speaker 2: that will be an issue you know, for the courts
Speaker 2: as well. So but you know, among our concerns are
Speaker 2: you know, first, they primarily, as you also alluded to before,
Speaker 2: rely on old case law. The average age or the
Speaker 2: average year of the cases cited in the guides or
Speaker 2: the draft guidelines is nineteen eighty two, and the average
Speaker 2: year by number of sites is nineteen seventy five. But
Speaker 2: and I trust law today is in a completely different
Speaker 2: place than it was forty or fifty years ago. Since
Speaker 2: at least the early nineteen eighties, and I trust agent
Speaker 2: enforcement has been focused primarily on price effects and whether
Speaker 2: a proposed merger would harm consumers in a given market.
Speaker 2: Absent a showing of such harm, the agencies and the
Speaker 2: courts have been disinclined to condemn business conduct as anti competitive.
Speaker 2: And you know, from our perspective, any statement of existing
Speaker 2: law needs to acknowledge and reflect and the draft line,
Speaker 2: the draft guidelines don't.
Speaker 1: Yeah, and I'll just interrupt you there for a second
Speaker 1: before you get into more additional issues here, just to
Speaker 1: say that, you know what the main issue here is
Speaker 1: that anti trust law is common law, meaning it's developed
Speaker 1: by judges, it's developed by the courts. The laws themselves
Speaker 1: are short and vague, which means that the real, the
Speaker 1: more detailed law has been developed over many years. And
Speaker 1: most think over time, you know, as economic analysis as
Speaker 1: it applies to anti trust has been developed and honed,
Speaker 1: and as courts have looked at these issues more and more,
Speaker 1: that the law has become more sophisticated. That is, it
Speaker 1: has advanced in a way that's been good for the economy. Now,
Speaker 1: not everybody thinks that. Some people think that. Some people
Speaker 1: think it's gone in completely the wrong direction and become
Speaker 1: far too business friendly and far too antagonistic toward the
Speaker 1: anti trust laws and what the agencies are trying to do.
Speaker 1: But the the issue with using this older law and
Speaker 1: basing some of these guidelines on the older law is
Speaker 1: that we have all these new opinions that aren't necessarily
Speaker 1: aligned in new opinions that the Supreme Court may be
Speaker 1: more aligned with as well. Sir, I did mean to
Speaker 1: an interrupt it, go on with what you were saying.
Speaker 2: Absolutely, So that's our first concern. Our second concern is that,
Speaker 2: unlike previous merger guides, these or the draft exhibits a
Speaker 2: clear and we've talked about this, we're alluded to it before,
Speaker 2: a clear anti merger bias, even going so far as
Speaker 2: to claim based on Digta in a nineteen seventy three case.
Speaker 2: And for the nerds out there, it's usb false that
Speaker 2: the antitrust laws reflect a preference for internal growth over acquisition.
Speaker 2: But there's simply no basis, either in law or precedent
Speaker 2: for that assertion. Add to this that the ft TC herself,
Speaker 2: in a recent interview, set that ninety eight percent of
Speaker 2: mergers rate raise no anti competitive concerns and that only
Speaker 2: a fraction of the remaining two percent merit legal challenge.
Speaker 2: And third, we also believed it is deeply troubling that
Speaker 2: the draft guidelines suggests that the agency is enjoy essentially
Speaker 2: unlimited discretion in their review of proposed deals. Merger review,
Speaker 2: as you know better than anyone, JEN is not an
Speaker 2: exact science, and so it is necessary for the agencies
Speaker 2: to have some lead when they're making decisions in individual cases.
Speaker 2: But that is very different from saying that there is
Speaker 2: no limit on that discretion, you know.
Speaker 1: And it's also very different from how a judge might
Speaker 1: look at these things. I mean, the agencies themselves cannot
Speaker 1: block a deal. They have to go to court and
Speaker 1: they have to get in order from the court, and
Speaker 1: a judge may look at these things in a very
Speaker 1: different way, particularly given that, let's say these guidelines get
Speaker 1: implement implemented, they're going to be brand new and quite
Speaker 1: different from what these judges have seen in the past.
Speaker 1: So let's I know that sii A has some concerns
Speaker 1: about specific of those thirteen guidelines. We're not going to
Speaker 1: go through all of them. We're just going to highlight
Speaker 1: the ones I think and I agree with what you've
Speaker 1: pulled out in our discussions about sort of the ones
Speaker 1: that are of the greatest concern to companies and industries.
Speaker 1: So why don't you go ahead and talk through those
Speaker 1: guidelines that for which you have concerns.
Speaker 2: Sure, I'll flag three of the of the thirteen. So
Speaker 2: the first guideline that you know that I'm going to
Speaker 2: flag here is guideline for Guideline four is concerned with
Speaker 2: the possibility that a merger might eliminate a potential entrant
Speaker 2: in a concentrated market. The relevant standard would be a
Speaker 2: reasonable properability of entry shown through either objective evidence the
Speaker 2: companies has the size or the means to enter, or
Speaker 2: subjective evidence the company has at some point thought about
Speaker 2: entering the market. But for the merger, we think there
Speaker 2: are a couple of problems here. You know, one, a
Speaker 2: large number of pro competitive mergers involved a company buying
Speaker 2: a complementary serve as a product, or, as we talked
Speaker 2: about before, a startup that augments its existing offerings in
Speaker 2: order to better serve the needs of their customers. What's more,
Speaker 2: expanding the potential competitor theory in this way would allow
Speaker 2: the agencies to conjure a virtually unlimited number of scenarios
Speaker 2: where a merger could be deemed anti competitive.
Speaker 1: Yeah, and you know, to some extent, I see this
Speaker 1: as a bit of a response to what happened when
Speaker 1: the FTC tried to block Meta from acquiring a small
Speaker 1: vertual reality company called Within. I mean, really that this
Speaker 1: is exactly what they used in court. They said, Hey,
Speaker 1: it's Meta, they have unlimited resources and talent, and if
Speaker 1: they wanted to get into it. I should say that
Speaker 1: what Within had was a virtual reality app for fitness
Speaker 1: purposes that was very popular, and they said, if Meta
Speaker 1: wants to get into virtual reality apps for fitness, they
Speaker 1: could do this on their own. They have the means,
Speaker 1: and you know, at one point in time they kind
Speaker 1: of thought about it, and the judge said, look, you
Speaker 1: know that's not really enough. I mean, you didn't really
Speaker 1: show that there there is actually the illumination of a
Speaker 1: potential entrant here. There just wasn't sufficient evidence that Meta
Speaker 1: could or you know, no matter how many resources it had,
Speaker 1: or would actually do this, and it was simply intending
Speaker 1: to expand what it offered with respect to virtual virtual
Speaker 1: reality types of apps by moving into fitness, by buying
Speaker 1: within And certainly, you know a company has a right
Speaker 1: to expand its product offerings non organically. You know, there
Speaker 1: is no rule of law that says that companies have
Speaker 1: to do everything organically.
Speaker 2: Right.
Speaker 1: So this seems to me a response in a way
Speaker 1: to the failure in that case, what's the next guideline
Speaker 1: for which you have some significant concerns?
Speaker 2: So we also we also have concerns about Guidelines seven,
Speaker 2: where the agencies must determine whether a merger involving an
Speaker 2: already dominant firm may substantially reduce the competitive structure of
Speaker 2: an industry. Among relevant factors are that they would according
Speaker 2: to these proposed changes to the guides, they would look at,
Speaker 2: or whether one or both firms have the power to
Speaker 2: raise prices, reduce quality, or one of the parties has
Speaker 2: at least a thirty percent market share. So the thirty
Speaker 2: percent market share in particular is really puzzling because that
Speaker 2: is not the threshold that is usually used to determine
Speaker 2: dominance under US law. The guideline is also written in
Speaker 2: a way that would allow the agencies to challenge essentially
Speaker 2: any merger where a company of non trivial size seeks
Speaker 2: to merge with another company. And what is left unexplained
Speaker 2: is how this guideline fits with the consumer welfare standard
Speaker 2: that I referenced earlier. The whole point of what is
Speaker 2: called competing on the merits is that companies seek to
Speaker 2: gain an advantage on their rivals. As long as the
Speaker 2: post merger firm generates business benefits that are crue to consumers,
Speaker 2: we believe the mergers should be presumptively legal.
Speaker 1: Yeah, I would say that that thirty percent certainly is
Speaker 1: lower than what courts have said in the last twenty
Speaker 1: or thirty years with respect to a firm actually having
Speaker 1: market power, and not to mention monopoly power, it's nowhere
Speaker 1: near what's needed in the precedent for monopoly power and
Speaker 1: definitely below what most would think of as market power.
Speaker 1: So that has an impact on companies going forward today
Speaker 1: to deals for sure. Let's get into that third guideline
Speaker 1: that you mentioned.
Speaker 2: Yeah, so the third guideline excuse me that we have
Speaker 2: concerns about as Guideline ten, which focuses on mergers that
Speaker 2: involve one or more multi sided platforms. So essentially, tech
Speaker 2: mergers and our concerns here are twofold. First, you know,
Speaker 2: it's a principal matter we think it's ill advised to
Speaker 2: use generally applicable guidelines to single out specific industries for
Speaker 2: special attention and treatment. And second, the guideline uses the
Speaker 2: term conflict of interest in a way that has no
Speaker 2: connection to that term's traditional meaning legal meaning. Here it
Speaker 2: is used to describe the very common practice where a
Speaker 2: company gives preference to its own products or services over
Speaker 2: those of its competitors. And I think it's important to
Speaker 2: point out here that you know, only in very rare
Speaker 2: circumstances is that considered a violation of the anti trust laws.
Speaker 2: But even more importantly, it is not a recognized element
Speaker 2: of merger review. And so it really is a very
Speaker 2: strange guideline to throw in there, although of course it's
Speaker 2: you know, it sort of fits with the overall sort
Speaker 2: of tenor of what they're trying to do. And certainly,
Speaker 2: you know, one of their animating uh you know forces,
Speaker 2: or one of the animating forces behind this whole exercise,
Speaker 2: of course, is to to go after, you know, a
Speaker 2: tech merger.
Speaker 1: So that's just going to see this one seems very
Speaker 1: focused on trying to stop tech platforms from being able
Speaker 1: to uh, you know, further engage in fur their acquisition activity.
Speaker 2: Exactly right.
Speaker 1: And the interesting thing is that, you know, there's some
Speaker 1: acknowledgment in an implicit way, I guess by the FTC
Speaker 1: that self preferencing conduct doesn't necessarily violate US anti DRUSS
Speaker 1: laws because we heard for so long two years or
Speaker 1: more about this potential big, huge anti dress lawsuit against Amazon,
Speaker 1: and one of the elements of that lawsuit might have
Speaker 1: been self preferencing conduct by Amazon, but when the suit
Speaker 1: was brought, that wasn't part of it. So there's some
Speaker 1: so this is a way to sort of, I don't know,
Speaker 1: insert that into the law in my mind, or at
Speaker 1: least connect it to merger activity and stop mergers on
Speaker 1: that basis. And you know, again it's this one to
Speaker 1: me is pretty vague, you know. And so these are
Speaker 1: just three of the thirteen principles. And there are actually,
Speaker 1: you know, many others in the anti trust community that
Speaker 1: aren't necessarily aligned with what the FTC and DJ are
Speaker 1: doing here have expressed concerns about other principles. These aren't,
Speaker 1: by any event, you know, the only ones that could
Speaker 1: cause an impact on big companies. But the three I
Speaker 1: think that mort had really wanted to highlight, and I
Speaker 1: agree with that. But let's talk about you know, let's
Speaker 1: just assume, I mean, these are still all proposed, their
Speaker 1: comments are being accepted. They may not be implemented as written.
Speaker 1: We don't know necessarily exactly what the final product will
Speaker 1: look like. But just assuming that they are implemented as proposed. Now,
Speaker 1: from a practical standpoint for companies that are going to
Speaker 1: be trying to do transactions going forward, what do you
Speaker 1: think the biggest impact is going to be.
Speaker 2: Well, I mean, I think uncertainty it is, you know,
Speaker 2: our overall takeaway is you know, as you mentioned before,
Speaker 2: I mean the animating you know, principle behind this is
Speaker 2: is to I mean, I think it's hard to reach
Speaker 2: a conclusion other than it is to chill merger activity
Speaker 2: by making it as ownerous. You know, it's difficult and
Speaker 2: uncertainty or uncertain uh for interest at parties to to
Speaker 2: engage in. So I think the you know, the uncertainty
Speaker 2: is it's going to be quite significant. Uh if these uh,
Speaker 2: you know, if they end up promulgating no guides that
Speaker 2: are anywhere close to, uh, what the proposal is. But
Speaker 2: we also believe that the closer that the new guidelines
Speaker 2: are to the draft, and as we talked about earlier,
Speaker 2: its departure from existing law, uh, the higher the likelihood
Speaker 2: that they will be subject to a pre application judicial
Speaker 2: review and a possible injunction. Ah.
Speaker 1: You mean you think somebody will challenge them in court?
Speaker 2: Yeah?
Speaker 1: Yeah, And I think even if they aren't challenged in
Speaker 1: court or that drags on and on and in the
Speaker 1: meantime they're implemented, and you know, I wonder how judges
Speaker 1: will treat them going forward when the FDC or DJ
Speaker 1: does sue to try to block a deal, because so far,
Speaker 1: you know, I've always seen that judges find the guidelines
Speaker 1: to be quite persuasive. But with such a big change,
Speaker 1: and it clearly seems to be pushing a view of
Speaker 1: the law that the FDC would like to see, would
Speaker 1: like to see, rather than probably what exists today, I'm
Speaker 1: not really sure how they'll be received by judges who
Speaker 1: are looking at these deals.
Speaker 2: I mean, I completely agree, Yeah, And.
Speaker 1: Do you think you know, I've seen both sides of this,
Speaker 1: But it seemed to me when I first read these
Speaker 1: that more deals that are filed would be subjected to
Speaker 1: lawsuits to block than are today. And I don't really
Speaker 1: and that may or may not be true, because maybe
Speaker 1: also these guidelines will allow them to better screen out
Speaker 1: those deals that they initially thought my have anti competitive
Speaker 1: problems but then determined don't. But it seems to me
Speaker 1: that the FTC and d o J are both really
Speaker 1: really at the limit of their resources today with respect,
Speaker 1: and I'm not sure how they handle that.
Speaker 2: I mean, I completely agree, and that is I mean,
Speaker 2: that is there. I mean, that is an open question.
Speaker 2: There definitely are. There are resource constraints at the end
Speaker 2: of the day, no matter what the guides say, Uh,
Speaker 2: that will limit uh, you know, what they can do
Speaker 2: in terms of actually bringing cases uh and uh and
Speaker 2: proceeding to you know, second requests and and uh and
Speaker 2: in depth investigations. I mean, there just are limits to
Speaker 2: what they can do. But that of course does not
Speaker 2: change the fact that you know, it will inject a
Speaker 2: lot of uncertainty uh companies because you don't know and
Speaker 2: you know, like we talked about before, I mean, how
Speaker 2: much guidance do these guides really provide. And so you
Speaker 2: don't know as a company, as a as a law
Speaker 2: firm that's advising these companies, I mean you don't know
Speaker 2: what you know, what specific deals they're gonna you know,
Speaker 2: zero in on and and and and so that that
Speaker 2: uncertainty alone, we believe will have a significant chilling effect
Speaker 2: on on m an A activity.
Speaker 1: But it also seems to me that companies, big companies,
Speaker 1: big companies with resources, time and and the wherewithal to
Speaker 1: do this, will just choose to go forward and realize
Speaker 1: they just will have to fight in court, but that
Speaker 1: if they do so, they have a good chance of
Speaker 1: winning absolutely.
Speaker 2: And I think you know, I've talked to legal advisors
Speaker 2: who actually are of that mindset, uh, you know, who
Speaker 2: essentially say, you know, if you have the if you
Speaker 2: have the wherewithal too you know, to fight this out.
Speaker 2: If the agencies decide to sue, go ahead, because they're
Speaker 2: just they're not gonna be They're not going to be
Speaker 2: able to uh, you know, to bring that many cases
Speaker 2: and and and even cases they you know they can
Speaker 2: bring if you know, if you know they pursue. Uh,
Speaker 2: you know, these theories that are sort of enunciated in
Speaker 2: the guides. You know, a lot of you know, it's
Speaker 2: questionable how many courts will actually buy into them, and
Speaker 2: so and so they're you know, there is a fair
Speaker 2: likelihood that you know, that the that the agencies at
Speaker 2: the end of the day are going to end up
Speaker 2: shooting themselves in the foot by bringing cases that they
Speaker 2: can't win and so, you know, wasting resources and also
Speaker 2: is you know, essentially you know, uh, losing credibility in
Speaker 2: the process. So so that's I mean, that's certainly one,
Speaker 2: you know, one potential avenue.
Speaker 1: Or even failing to win cases that they should win
Speaker 1: because the deal is anti competitive, but they're stretched so
Speaker 1: thin that they're just not able to carry their burden
Speaker 1: in court. You know, they're not able to do the
Speaker 1: job because they're so limited in resources. And that you know,
Speaker 1: that has the opposite impact because certainly there are definitely
Speaker 1: deals that are anti competitive and probably should be blocked
Speaker 1: and it may prevent that from happening. So it'll be
Speaker 1: really interesting to see how this all plays out. But
Speaker 1: we are getting close on time, and I did have
Speaker 1: one more topic because it's really interesting, and you brought
Speaker 1: this up more to something you wanted to talk about
Speaker 1: and I think it's interesting because not that many people
Speaker 1: are talking about it. But we've seen over the last
Speaker 1: couple of years that state anti trust enforcers that really
Speaker 1: have just as much power as the FDC and DJ
Speaker 1: to go after companies have really stepped up. They've become
Speaker 1: more aggressive. They're taking things matters into their own hands.
Speaker 1: And not only are they bringing enforcement actions or joining
Speaker 1: enforcement actions with the federal agencies, but they're also talking
Speaker 1: about their own life legislation. And part of that is
Speaker 1: because and you and I talked a whole lot last
Speaker 1: year about some legislation that was pending in Congress that
Speaker 1: actually looked like it was coming close that would have
Speaker 1: had a serious impact on some of the clients of SIIA.
Speaker 2: You know.
Speaker 1: One of them was about regulating apps and it was
Speaker 1: called the Open App Markets Act, and the other was
Speaker 1: something that would have banned self preferencing. And these things
Speaker 1: actually got voted out of Senate committees. But then after
Speaker 1: the election and we now have a divide to Congress,
Speaker 1: that kind of the pressure has really waned, But the
Speaker 1: pressure hasn't waned from states. So in particular, we're looking
Speaker 1: at New York and New York's talking a little bit
Speaker 1: about some legislation that's very interesting. I think it goes
Speaker 1: pretty far. Do you want to talk about what that is? Mart?
Speaker 2: Sure? So New York has what they call or would
Speaker 2: you guys call the twenty first Century and I Trust Act.
Speaker 2: And this act would do three things. It would create
Speaker 2: a state level pre your notification obligation somewhat akin to
Speaker 2: the hs R Act, but at a much lower threshold.
Speaker 2: It would prohibit monopolization and attempt at monopolization similar to
Speaker 2: the Sherman Act. And it would introduce an abuse of
Speaker 2: dominance standard that is completely foreign to to US law
Speaker 2: this law.
Speaker 1: Would you talk about that? Talk about that a little bit,
Speaker 1: because you really know, you know, you have such great
Speaker 1: EU training and that is sort of an EU concept.
Speaker 1: So talk about what that what that is?
Speaker 2: Yeah? So, so the so the abuse of dominance standard is,
Speaker 2: I mean, it's the prevalent or or the predominant standard
Speaker 2: that's used in the EU and the and the New
Speaker 2: York law or the New York Bill has its language
Speaker 2: is modeled essentially on the on on Article one oh
Speaker 2: two of the EU Treaty, and it appears to have
Speaker 2: a broader scope than Section two of the Sherman Act,
Speaker 2: and so under the New York Bill, dominance can be
Speaker 2: established through either direct evidence, you know, and that can
Speaker 2: be higher prices, it can be lower input, which is
Speaker 2: not typically how you would try to prove monopolization under
Speaker 2: the Sherman Act, or indirect evidence in the form of
Speaker 2: market shares. But the threshold that are suggested in the bill,
Speaker 2: which are forty percent for sellers and thirty percent for buyers,
Speaker 2: is a centric but it is substantially lower than what
Speaker 2: is required under the Sherman Act and the bill, So
Speaker 2: that's the abuse part of it, the dominance part of it.
Speaker 2: The bill has a non exhaustive list of what you
Speaker 2: know of what might constitute abuse, but it includes several
Speaker 2: practices such as refusal to deal that are not illegal
Speaker 2: under a federal law and and proof of pro competitive effects.
Speaker 2: Unlike under a traditional Sherman Sherman Acts Section two rule
Speaker 2: of reason analysis would not be a defense. So that's
Speaker 2: also you know, fairly fairly significant. I think it's also
Speaker 2: really really important to understand that the abuse of dominant
Speaker 2: standard as it's used in Europe UH is you know,
Speaker 2: was created in and has been applied in enforced in
Speaker 2: circumstances that are vastly different than what we have here.
Speaker 2: So for one, it is enforced by an administrative agency,
Speaker 2: so in the EU would be the EU Commission, or
Speaker 2: it could be a an enforcement agency and a member
Speaker 2: EU member state which is under an obligation to act
Speaker 2: only in the public interest. So that would be the
Speaker 2: same as obviously the FTC here the dog and a
Speaker 2: trust division or a state and I trust in enforcement agency.
Speaker 2: But here, you know, the New York bill UH would
Speaker 2: open you know, would essentially open this to the enforcement
Speaker 2: of the abuse of dominance standard to private enforcement actions
Speaker 2: by actors whose sole responsibility is to their shareholders. And
Speaker 2: it would permit class actions, and it would permit recovery
Speaker 2: of trouble damages, none of which are available to a
Speaker 2: claim if in Europe. And because of this, we urge,
Speaker 2: you know, great caution before sitting down this path, because
Speaker 2: we believe that the risks of series unintended consequences is
Speaker 2: quite high.
Speaker 1: Yeah, it's a real it's a real distinctive change from
Speaker 1: federal antitrust law, and most state anti trust laws kind
Speaker 1: of align with the federal laws now. And we have
Speaker 1: seen what can happen when a state's law is a
Speaker 1: bit broader. So, for instance, when Epic Game sued Apple
Speaker 1: and that went through trial in the Northern District of California,
Speaker 1: even though the judge found that Apple hadn't violated any
Speaker 1: federal anti trust laws by its conduct, it did find
Speaker 1: that at least one aspect of something Apple was doing
Speaker 1: violated a California state law against unfair competition, And so
Speaker 1: that was sort of a sword of a slightly broader interpretation,
Speaker 1: and so it puts companies really at risk when the
Speaker 1: cases are brought under both the state law and the
Speaker 1: federal law. Absolutely, all right, now we've been really sufficiently nerdy.
Speaker 1: We've been very nerdy. You cannot be nerdy when you're
Speaker 1: talking about anti trust. So I'm going to do something.
Speaker 1: We're going to do something here that's also nerdy, but
Speaker 1: in a very different way, more fun. So it's your
Speaker 1: last question, and that question is if you were stranded
Speaker 1: on a desert island, what music would you want with you? Now,
Speaker 1: I'm not going to put any pressure on you here,
Speaker 1: but from Mick mulvaney, who was a guest in one
Speaker 1: of the very first Votes and Verdicts podcast episodes, he said,
Speaker 1: very interestingly Dire Straits, the Beatles, White Album, Mozart, and
Speaker 1: pet Shop Boys. So more, what's your list?
Speaker 2: Wow, that is a good list. They were actually playing
Speaker 2: Western Girls by the Petschow Boys at my coffee shop
Speaker 2: here in DC this morning. Like Miss mulvaney, my taste
Speaker 2: in music is fairly eclectic, but my two all time
Speaker 2: favorite singers are Al Jio and Michael McDonald, so a
Speaker 2: healthy dose of their music would be a must. In addition,
Speaker 2: I really really love Barber's Adagio for strings, especially recording
Speaker 2: I have where the maestro Leonard Bernstein conducts the New
Speaker 2: York Philharmonic and around the holidays. I also I also
Speaker 2: really enjoy listening to a choral piece by my name,
Speaker 2: say my namesake, Morton Lawrence called Omagnum Mysterium. So I
Speaker 2: mean I can think of others too, but those would
Speaker 2: definitely be my top four.
Speaker 1: Well, I would say that's equally as eclectic, and I
Speaker 1: have to go and listen to some of that the
Speaker 1: great answers, So we're going to close this out here more.
Speaker 1: Thank you so much for being with us for this
Speaker 1: episode of Votes and Verdicts, and for anybody listening, please
Speaker 1: watch for our next episode, which will be coming soon.
Speaker 1: It's also going to deal with policy and regulatory issues
Speaker 1: and big tech. My colleagues Matt Chettenhelm and Tamlin Basin
Speaker 1: will be hosting that one, and it should be pretty
Speaker 1: interesting too. And with that we'll just say thank you
Speaker 1: very much.