1 00:00:03,160 --> 00:00:07,960 Speaker 1: This is Bloombird Law with June Brusso from Bloomberg Radio. 2 00:00:09,280 --> 00:00:13,039 Speaker 1: All the speculation that Elon Musk is getting cold feet 3 00:00:13,080 --> 00:00:17,480 Speaker 1: about acquiring Twitter comes from Musk himself, from his tweet 4 00:00:17,560 --> 00:00:20,439 Speaker 1: last Friday that the deal was on hold, to his 5 00:00:20,760 --> 00:00:24,000 Speaker 1: very tentative answer to the question at the All In 6 00:00:24,160 --> 00:00:27,240 Speaker 1: summit in Miami on Monday, is this Twitter deal gonna 7 00:00:27,240 --> 00:00:30,360 Speaker 1: get closed? Do you think the chances here? Well, I 8 00:00:30,400 --> 00:00:34,239 Speaker 1: mean it really depends on a lot of factors here. Um, 9 00:00:34,280 --> 00:00:39,080 Speaker 1: I'm still waiting for some sort of logical explanation for 10 00:00:39,479 --> 00:00:43,800 Speaker 1: the number of sort of fake or spam accounts on Twitter. Um, 11 00:00:43,800 --> 00:00:47,199 Speaker 1: and Twitter is refusing to tell us. And then a 12 00:00:47,400 --> 00:00:50,720 Speaker 1: Musk attempt at some legal ease. You know, it's a 13 00:00:50,720 --> 00:00:54,760 Speaker 1: material adverse, uh misstatement. You know, if if if they 14 00:00:54,840 --> 00:00:59,240 Speaker 1: in fact have been um vociferously claiming less than five 15 00:00:59,320 --> 00:01:02,240 Speaker 1: percent of Vega spam accounts, but in fact it is 16 00:01:02,280 --> 00:01:04,800 Speaker 1: four or five times that number, of perhaps ten times 17 00:01:04,800 --> 00:01:08,000 Speaker 1: that number. This is a big deal. Joining me to 18 00:01:08,040 --> 00:01:10,880 Speaker 1: help pass through the latest from Musk is Eric Tallely, 19 00:01:11,040 --> 00:01:14,600 Speaker 1: a professor at Columbia Law School. Eric Musk even made 20 00:01:14,600 --> 00:01:18,600 Speaker 1: a comparison to buying a house with termites. Does it 21 00:01:18,720 --> 00:01:22,039 Speaker 1: sound like he's trying to give some legal reasons for 22 00:01:22,160 --> 00:01:24,760 Speaker 1: getting out of the deal. It sounds like it is. 23 00:01:25,040 --> 00:01:29,000 Speaker 1: It sounds like he has been undergoing some coaching, possibly 24 00:01:29,240 --> 00:01:32,679 Speaker 1: therapy by his lawyer. The grounds that he is now fighting, 25 00:01:32,720 --> 00:01:36,200 Speaker 1: he's starting to invoke some formal legal terms that are 26 00:01:36,280 --> 00:01:39,720 Speaker 1: part of the contract that he signed with Twitter related 27 00:01:39,760 --> 00:01:43,240 Speaker 1: to what's known as a material adverse effect. Now, what 28 00:01:43,480 --> 00:01:46,839 Speaker 1: this basically is, it's sort of an act of God 29 00:01:46,959 --> 00:01:51,400 Speaker 1: type of provision that says, if something, you know, crazy happened, 30 00:01:51,440 --> 00:01:54,400 Speaker 1: there is something that is really awrived from what we 31 00:01:54,480 --> 00:01:56,960 Speaker 1: thought we were getting into, then the buyer or the 32 00:01:56,960 --> 00:02:01,120 Speaker 1: seller can walk away. However, the usual has to these 33 00:02:01,160 --> 00:02:05,840 Speaker 1: sorts of provisions is that they are hard to invoke, 34 00:02:05,920 --> 00:02:08,120 Speaker 1: and if you're going to try to use one of them, 35 00:02:08,200 --> 00:02:12,480 Speaker 1: you actually bear the burden of demonstrating that there was 36 00:02:12,520 --> 00:02:16,880 Speaker 1: this incredible surprise that one would never have expected that 37 00:02:16,919 --> 00:02:21,359 Speaker 1: now has materially undercut the value of this company. And there, 38 00:02:21,400 --> 00:02:24,800 Speaker 1: I think that's going to be an incredibly difficult pill 39 00:02:25,040 --> 00:02:28,280 Speaker 1: for Musket to surmount. The main thing that he is 40 00:02:28,360 --> 00:02:34,000 Speaker 1: citing is that various securities disclosures, Twitter misstated the number 41 00:02:34,240 --> 00:02:37,120 Speaker 1: of their bots. But if, first of all, if you 42 00:02:37,120 --> 00:02:40,720 Speaker 1: actually read the disclosure, they say in a very lawyered 43 00:02:40,800 --> 00:02:43,600 Speaker 1: way that you know, we've tried the best we can 44 00:02:43,760 --> 00:02:47,040 Speaker 1: to determine how many of our accounts are bots and 45 00:02:47,120 --> 00:02:49,440 Speaker 1: how many are not. And this is actually a really 46 00:02:49,480 --> 00:02:51,880 Speaker 1: hard thing to figure out. We may not be getting 47 00:02:51,880 --> 00:02:54,120 Speaker 1: it right. But what we've come up with with our 48 00:02:54,160 --> 00:02:57,160 Speaker 1: sampling is that fewer than five percent. But just realized 49 00:02:57,240 --> 00:02:59,440 Speaker 1: that we might be wrong, and it maybe is it 50 00:02:59,480 --> 00:03:01,200 Speaker 1: the best way to measure there's something up and on 51 00:03:01,320 --> 00:03:04,040 Speaker 1: the way that we've measured it. This does not strike 52 00:03:04,160 --> 00:03:07,720 Speaker 1: me as the type of claim that is analogous to 53 00:03:07,800 --> 00:03:11,119 Speaker 1: saying I hereby proclaimed that there are no termites in out. 54 00:03:11,360 --> 00:03:14,880 Speaker 1: It's almost like proclaiming there might be termites. We haven't 55 00:03:14,919 --> 00:03:17,440 Speaker 1: seen any. We looked, we had a particularly strategy for 56 00:03:17,600 --> 00:03:19,639 Speaker 1: looking for him. We didn't see any, or we didn't 57 00:03:19,680 --> 00:03:22,680 Speaker 1: see that many. But our strategy might be wrong. So 58 00:03:23,040 --> 00:03:26,520 Speaker 1: you've got both a standard for a material adverse effect 59 00:03:26,639 --> 00:03:29,280 Speaker 1: that is very very high, something that's going to have 60 00:03:29,480 --> 00:03:32,239 Speaker 1: to be borne by him that he's going to try 61 00:03:32,240 --> 00:03:36,720 Speaker 1: to make this argument in court, and a glaring alternative 62 00:03:36,760 --> 00:03:38,680 Speaker 1: theory as to why he doesn't want to go through 63 00:03:38,680 --> 00:03:41,320 Speaker 1: with this deal, which is the fact that the prices 64 00:03:41,320 --> 00:03:43,560 Speaker 1: have fallen in the text sector since he signed up 65 00:03:43,600 --> 00:03:45,720 Speaker 1: the deal at fifty four dollars and twenty cents, and 66 00:03:45,800 --> 00:03:49,440 Speaker 1: he now has buyers remorse and therefore is looking anywhere 67 00:03:49,480 --> 00:03:52,120 Speaker 1: to try to find an escape hatch to jump out of. 68 00:03:52,560 --> 00:03:55,320 Speaker 1: But this one does not strike me as one that 69 00:03:55,480 --> 00:03:57,880 Speaker 1: is going to be all that friendly for him. There 70 00:03:58,000 --> 00:04:00,920 Speaker 1: was some talk about renegotiating the price when the house 71 00:04:00,960 --> 00:04:04,720 Speaker 1: has termites, although according to Bloomberg sources, the deal is 72 00:04:04,760 --> 00:04:08,720 Speaker 1: still on track as is. There's always a possibility of 73 00:04:08,800 --> 00:04:12,000 Speaker 1: recutting the price of a deal, but it's always done 74 00:04:12,120 --> 00:04:15,560 Speaker 1: in the shadow of what are the likely rights, duties, 75 00:04:15,560 --> 00:04:18,800 Speaker 1: and obligations that the parties have if they don't. Based 76 00:04:18,839 --> 00:04:22,599 Speaker 1: on this particular assertion by Musk, it seems like a 77 00:04:22,680 --> 00:04:25,359 Speaker 1: notably weak case for him to be able to walk 78 00:04:25,360 --> 00:04:29,280 Speaker 1: away from the deal, very low probability, and therefore, if 79 00:04:29,320 --> 00:04:32,760 Speaker 1: everyone knows that he's bargaining not holding an ace in 80 00:04:32,839 --> 00:04:35,279 Speaker 1: his hand, but holding a tool of club, he's not 81 00:04:35,320 --> 00:04:37,200 Speaker 1: going to be able to bargain for very much. If 82 00:04:37,200 --> 00:04:39,800 Speaker 1: the Twitter board is doing their job, Is any of 83 00:04:39,839 --> 00:04:43,240 Speaker 1: this really surprising given that his approach to this deal 84 00:04:43,279 --> 00:04:46,240 Speaker 1: has been unconventional from the start. But the one thing 85 00:04:46,240 --> 00:04:50,039 Speaker 1: that is maybe a little surprising about his tactics is 86 00:04:50,080 --> 00:04:53,200 Speaker 1: that he has ended up seizing upon something that looks 87 00:04:53,240 --> 00:04:55,960 Speaker 1: like it is going to be a very difficult to 88 00:04:56,080 --> 00:05:00,400 Speaker 1: engineer theory. The material ever's affect the argument very much 89 00:05:00,560 --> 00:05:03,240 Speaker 1: is stacked against him, I would have thought, and in fact, 90 00:05:03,360 --> 00:05:05,880 Speaker 1: I think it may well be the case that this 91 00:05:06,000 --> 00:05:08,880 Speaker 1: strategy may shift if he continues to want to either 92 00:05:08,920 --> 00:05:10,960 Speaker 1: get out of the deal or to go back to 93 00:05:11,040 --> 00:05:15,039 Speaker 1: the bargaining table. Another aspect of this deal is that 94 00:05:15,120 --> 00:05:18,280 Speaker 1: he could potentially walk away, or maybe only walk away 95 00:05:18,279 --> 00:05:21,080 Speaker 1: and have to pay a billion dollars if the financings 96 00:05:21,200 --> 00:05:24,480 Speaker 1: that the deal falls through, And there it seems like 97 00:05:24,600 --> 00:05:28,520 Speaker 1: there might be more rooms for things to happen, particularly 98 00:05:28,560 --> 00:05:31,640 Speaker 1: if the folks who have agreed to lend thirteen billion 99 00:05:31,640 --> 00:05:34,599 Speaker 1: dollars into this deal get cold feet, either get cold 100 00:05:34,600 --> 00:05:37,400 Speaker 1: feet by themselves, or get cold feet after having been 101 00:05:37,520 --> 00:05:41,200 Speaker 1: encouraged to get cold feet from Elon buskinself. So I'm 102 00:05:41,240 --> 00:05:44,719 Speaker 1: going to guess that if this melodrama continues to play out, 103 00:05:45,160 --> 00:05:48,520 Speaker 1: it may end up shifting away from the Bot issue, 104 00:05:48,560 --> 00:05:50,640 Speaker 1: which in my view is a bit of a side show, 105 00:05:51,040 --> 00:05:55,480 Speaker 1: and this financing contingency may take more center stage. Former 106 00:05:55,520 --> 00:05:58,960 Speaker 1: President Trump said, there's no way that Elon Musk will 107 00:05:59,040 --> 00:06:03,320 Speaker 1: buy Twitter such a ridiculous price. Do you agree with that. 108 00:06:03,480 --> 00:06:06,080 Speaker 1: It's seeming more and more unlikely that Musk is going 109 00:06:06,080 --> 00:06:09,720 Speaker 1: to buy Twitter. Well, at last I checked, former President 110 00:06:09,720 --> 00:06:12,159 Speaker 1: Trump had not been to law school. And one of 111 00:06:12,160 --> 00:06:17,160 Speaker 1: the things that is considerable complication here is that Elon 112 00:06:17,240 --> 00:06:20,960 Speaker 1: Musk has already entered into a contract in which he 113 00:06:21,320 --> 00:06:25,320 Speaker 1: substantially obliges himself to make steps towards buying Twitter at 114 00:06:25,360 --> 00:06:29,640 Speaker 1: a cash price that he's already stated. So the economics 115 00:06:29,680 --> 00:06:33,039 Speaker 1: of this deal, I think are probably causing Elon Musk 116 00:06:33,080 --> 00:06:37,640 Speaker 1: to think twice about whether he really has buyer's remorse here. 117 00:06:37,760 --> 00:06:41,040 Speaker 1: Man I suspect he does, if for no other reason, 118 00:06:41,120 --> 00:06:44,120 Speaker 1: because he ended up paying a price that was probably 119 00:06:44,200 --> 00:06:46,320 Speaker 1: higher than it would have been had he just waited 120 00:06:46,360 --> 00:06:49,040 Speaker 1: for a few more weeks. That having been said, the 121 00:06:49,200 --> 00:06:52,520 Speaker 1: history books are filled with people who are buying companies 122 00:06:52,720 --> 00:06:55,360 Speaker 1: who then get some buyer's remorse and try to get 123 00:06:55,400 --> 00:06:58,360 Speaker 1: out of that. But the contracts that they've entered into 124 00:06:58,800 --> 00:07:01,720 Speaker 1: make it either hard or impossible to get out of it. 125 00:07:01,920 --> 00:07:05,400 Speaker 1: So one big factor here is trying to determine to 126 00:07:05,480 --> 00:07:09,600 Speaker 1: what extent the deal that Must ended up entering into 127 00:07:09,720 --> 00:07:13,080 Speaker 1: with Twitter is gonna end up tying his own hands 128 00:07:13,200 --> 00:07:17,560 Speaker 1: later on or forcing a fairly difficult renegotiation with the 129 00:07:17,600 --> 00:07:20,600 Speaker 1: Twitter board sitting on a fair amount of bargaining power. 130 00:07:21,160 --> 00:07:23,840 Speaker 1: If you just sort of stare at the document itself, 131 00:07:23,880 --> 00:07:26,200 Speaker 1: this is a document that looks what they say in 132 00:07:26,280 --> 00:07:30,360 Speaker 1: the industry, relatively seller friendly the company that's selling itself, 133 00:07:30,400 --> 00:07:33,600 Speaker 1: there aren't that many ways that Must can walk away. Now, 134 00:07:33,600 --> 00:07:35,920 Speaker 1: there are some aspects to it that make it look 135 00:07:35,960 --> 00:07:38,640 Speaker 1: like he could. Right. There's a termination fee that he 136 00:07:38,640 --> 00:07:41,160 Speaker 1: would have to pay of a billion dollars if he 137 00:07:41,160 --> 00:07:43,240 Speaker 1: were to walk away, But that's really only one of 138 00:07:43,280 --> 00:07:46,280 Speaker 1: the provisions in the deal. And another one which is 139 00:07:46,320 --> 00:07:49,960 Speaker 1: far more important, is a provision that's called a specific 140 00:07:50,000 --> 00:07:54,440 Speaker 1: performance provision, and that's just legal ease for the either side. 141 00:07:54,440 --> 00:07:56,400 Speaker 1: If the other side wants to try to back out, 142 00:07:56,720 --> 00:07:59,000 Speaker 1: they can essentially force the party or get a court 143 00:07:59,080 --> 00:08:02,080 Speaker 1: order forcing the to go forward. And that's a provision 144 00:08:02,080 --> 00:08:05,760 Speaker 1: that's in this deal. It doesn't provide that many outs 145 00:08:05,800 --> 00:08:09,640 Speaker 1: for Elon Musk. The one that it might help provide 146 00:08:10,000 --> 00:08:14,000 Speaker 1: is if for some reason he's unable to secure financing 147 00:08:14,080 --> 00:08:18,560 Speaker 1: for the deal, then that might allow that specific performance 148 00:08:18,600 --> 00:08:21,960 Speaker 1: provision to fall away. So, you know, I think a 149 00:08:21,960 --> 00:08:24,360 Speaker 1: lot of people are sort of thinking that the disclosure 150 00:08:24,400 --> 00:08:28,200 Speaker 1: he made this weekend about you know, whether Twitter has 151 00:08:28,240 --> 00:08:32,240 Speaker 1: more than five percent spots type or automaton type accounts 152 00:08:32,520 --> 00:08:36,640 Speaker 1: was essentially trying to set the stage for possibly engineering 153 00:08:36,640 --> 00:08:39,600 Speaker 1: a failing of the financing of the deal. Now that 154 00:08:39,679 --> 00:08:43,120 Speaker 1: one itself is kind of complicated for at least two 155 00:08:43,240 --> 00:08:46,640 Speaker 1: or three reasons. The first is there isn't a lot 156 00:08:46,679 --> 00:08:49,320 Speaker 1: of financing left on this deal. It's still a fair 157 00:08:49,360 --> 00:08:52,600 Speaker 1: amount of financing, but most of this deal always has 158 00:08:52,640 --> 00:08:55,560 Speaker 1: been Elon must buying a bunch of stock of Twitter, 159 00:08:55,920 --> 00:08:58,679 Speaker 1: and he's been conscripting a bunch of co investors to 160 00:08:58,760 --> 00:09:01,560 Speaker 1: come on with him and actually reducing the amount of 161 00:09:01,640 --> 00:09:05,280 Speaker 1: debt that he's pledging his Testla shares to help secure. 162 00:09:05,360 --> 00:09:07,920 Speaker 1: So he's been actually reducing the debt that's part of 163 00:09:07,920 --> 00:09:09,920 Speaker 1: this deal, and that's going to make it even harder 164 00:09:09,960 --> 00:09:13,520 Speaker 1: to you know, engineer a situation where the lenders get 165 00:09:13,559 --> 00:09:16,840 Speaker 1: cold feet and walk away. The second thing is that 166 00:09:17,000 --> 00:09:21,640 Speaker 1: the provision that he's you know, evidently complaining about is 167 00:09:21,679 --> 00:09:25,280 Speaker 1: something that has been in Twitter's disclosures for a long time. 168 00:09:25,360 --> 00:09:28,640 Speaker 1: It's a heavily lawyered provision that says, by our account, 169 00:09:28,760 --> 00:09:31,240 Speaker 1: we don't have more than five percent of these thoughts 170 00:09:31,320 --> 00:09:34,120 Speaker 1: who are account holders, but realize that there are just 171 00:09:34,160 --> 00:09:36,400 Speaker 1: a bunch of different ways to count this up in 172 00:09:36,480 --> 00:09:38,640 Speaker 1: the hand, other ways of counting it up may differ. 173 00:09:38,760 --> 00:09:41,800 Speaker 1: So it's a heavily lawyered disclosure, one that I don't 174 00:09:41,800 --> 00:09:44,840 Speaker 1: think anyone would really rely on per se. And yet 175 00:09:45,040 --> 00:09:48,120 Speaker 1: this seems to be the attack that Musk is taking, 176 00:09:48,120 --> 00:09:50,840 Speaker 1: either so he can figure out a way to walk 177 00:09:50,880 --> 00:09:53,920 Speaker 1: away himself or give his lenders a pretext to say 178 00:09:53,920 --> 00:09:56,920 Speaker 1: we refuse to lend from here on end. But it 179 00:09:57,000 --> 00:10:00,679 Speaker 1: looks relatively thin. It has a very pretext little aspect 180 00:10:00,720 --> 00:10:04,240 Speaker 1: about it. Given what we've always known about Twitter, when 181 00:10:04,320 --> 00:10:09,200 Speaker 1: would must be forced into specific performance and when would 182 00:10:09,240 --> 00:10:12,440 Speaker 1: he be allowed to pay the billion dollar breakup fee? 183 00:10:12,720 --> 00:10:16,720 Speaker 1: So if, for example, some of the things that were 184 00:10:16,760 --> 00:10:22,880 Speaker 1: warranted or represented in the transaction didn't materialize, or if 185 00:10:22,960 --> 00:10:25,959 Speaker 1: some of the structures that were part of the deal 186 00:10:26,160 --> 00:10:29,240 Speaker 1: just couldn't come together, he might be able to walk 187 00:10:29,280 --> 00:10:33,200 Speaker 1: away and pay this termination. See on the other hand, 188 00:10:33,480 --> 00:10:38,760 Speaker 1: that termination is clearly subservient to this specific performance provisions. 189 00:10:38,760 --> 00:10:40,680 Speaker 1: So a lot of people have sort of thought, oh, 190 00:10:40,840 --> 00:10:42,760 Speaker 1: he always has this option just to walk away and 191 00:10:42,800 --> 00:10:45,760 Speaker 1: pay at the excellent That's only true if the specific 192 00:10:45,800 --> 00:10:50,319 Speaker 1: performance provision is not in play, and that provision turns 193 00:10:50,320 --> 00:10:52,000 Speaker 1: out that you can draft them in a bunch of 194 00:10:52,000 --> 00:10:54,640 Speaker 1: different ways, And a lot of these contracts have specific 195 00:10:54,640 --> 00:10:57,839 Speaker 1: performance provisions. Some of them have more escape hatches than 196 00:10:57,880 --> 00:11:01,080 Speaker 1: the others. By my read of this specific big performance division, 197 00:11:01,240 --> 00:11:04,680 Speaker 1: the only real escape hatch is a failure of financing, 198 00:11:05,000 --> 00:11:08,880 Speaker 1: and so the specific performance aspect of this contract is 199 00:11:09,280 --> 00:11:12,120 Speaker 1: very much a strong hand that the Twitter board is 200 00:11:12,120 --> 00:11:14,439 Speaker 1: going to be able to play. You know, the one 201 00:11:14,559 --> 00:11:18,160 Speaker 1: thing that he might end up trying to do is 202 00:11:18,200 --> 00:11:22,920 Speaker 1: to attempt to be active in engineering. A failure of 203 00:11:23,000 --> 00:11:26,559 Speaker 1: financing essentially a you know, bring the dog to the homework, 204 00:11:26,679 --> 00:11:28,360 Speaker 1: you know, put some dog food on the homework and 205 00:11:28,400 --> 00:11:31,000 Speaker 1: has the dog eat it. But that raises a bunch 206 00:11:31,000 --> 00:11:33,920 Speaker 1: of risks itself. It maybe that some of these lenders, 207 00:11:33,960 --> 00:11:35,880 Speaker 1: maybe the whole reason they came along is that They 208 00:11:35,920 --> 00:11:37,960 Speaker 1: just want to make sure that they stay in in 209 00:11:38,080 --> 00:11:42,000 Speaker 1: Musk's good graces so that next time Twitter needs some financing, 210 00:11:42,080 --> 00:11:44,800 Speaker 1: or next time SpaceX or the boring company needs to 211 00:11:44,840 --> 00:11:47,480 Speaker 1: do some deals, they're going to be in his role 212 00:11:47,480 --> 00:11:49,160 Speaker 1: of decks and they don't want to, you know, push 213 00:11:49,240 --> 00:11:51,679 Speaker 1: him back, And so it might be that they'll play 214 00:11:51,760 --> 00:11:55,240 Speaker 1: ball with possibly you know, sort of faking their way 215 00:11:55,320 --> 00:11:58,600 Speaker 1: to a refusal to finance the deal. But that comes 216 00:11:58,640 --> 00:12:01,680 Speaker 1: with risks as well. You know, those banks also have 217 00:12:01,840 --> 00:12:05,160 Speaker 1: other clients that they want to maintain reputations for, and 218 00:12:05,320 --> 00:12:07,160 Speaker 1: you know, when they come in to finance a deal 219 00:12:07,200 --> 00:12:09,960 Speaker 1: and say, no, this financing is firm, do they cannibalize 220 00:12:10,000 --> 00:12:12,560 Speaker 1: their own reputation by having a case in the past 221 00:12:12,559 --> 00:12:15,040 Speaker 1: where they just change their mind willing nearly on the 222 00:12:15,400 --> 00:12:17,920 Speaker 1: hest of an important client that causes them to lose 223 00:12:17,920 --> 00:12:21,640 Speaker 1: credibility in the market. Possibly just as important is that 224 00:12:21,760 --> 00:12:25,000 Speaker 1: if these third parties play an active role in trying 225 00:12:25,040 --> 00:12:27,920 Speaker 1: to gin up kind of a fabricated case for why 226 00:12:28,000 --> 00:12:31,120 Speaker 1: financing is impossible anymore, that could put them in some 227 00:12:31,280 --> 00:12:34,720 Speaker 1: legal peril themselves for basically playing an active role in 228 00:12:34,880 --> 00:12:39,640 Speaker 1: effectively helping someone else breach a contract. And so there 229 00:12:39,840 --> 00:12:42,000 Speaker 1: is a little bit of exposure if you're too willing 230 00:12:42,040 --> 00:12:43,880 Speaker 1: to play ball with the elon Musk, even if you 231 00:12:43,920 --> 00:12:46,800 Speaker 1: really want to preserve those later potential fields. So where 232 00:12:46,840 --> 00:12:49,040 Speaker 1: does this all add up the Twitter board. If they 233 00:12:49,080 --> 00:12:51,000 Speaker 1: want to play our strong hand, they're going to be 234 00:12:51,040 --> 00:12:54,000 Speaker 1: able to play a strong legally. They've got a very 235 00:12:54,000 --> 00:12:56,720 Speaker 1: good position from which the bargain. On the other hand, 236 00:12:56,920 --> 00:12:59,520 Speaker 1: you know, Musk is a guy who clearly has shown 237 00:12:59,600 --> 00:13:02,960 Speaker 1: himself to be disruptive in all walks of life, including 238 00:13:03,760 --> 00:13:06,559 Speaker 1: various other people out there who are his adoring fans 239 00:13:06,600 --> 00:13:09,120 Speaker 1: and who might take it upon themselves to have a 240 00:13:09,120 --> 00:13:12,800 Speaker 1: personal mission to you know, crash Twitter stock if things 241 00:13:12,840 --> 00:13:16,280 Speaker 1: go poorly, and so that type of disruption is probably 242 00:13:16,520 --> 00:13:18,480 Speaker 1: the main thing he's going to bring to the table 243 00:13:18,520 --> 00:13:21,960 Speaker 1: of that potential for disruption. It isn't a legal claim. 244 00:13:22,240 --> 00:13:24,960 Speaker 1: You know, Well, he's got a couple of windows of opportunity. 245 00:13:25,120 --> 00:13:28,520 Speaker 1: Maybe they are relatively narrow, and most people, I think, 246 00:13:28,559 --> 00:13:30,839 Speaker 1: don't sort of think that that's going to have much 247 00:13:30,880 --> 00:13:33,440 Speaker 1: of an effect. But his broader sort of you know, 248 00:13:33,640 --> 00:13:37,160 Speaker 1: social influence, you know, no doubt, could throw some turbulence 249 00:13:37,160 --> 00:13:40,840 Speaker 1: into these negotiations. My sense probably what's going to end 250 00:13:40,920 --> 00:13:43,200 Speaker 1: up happening is that they will go back and they 251 00:13:43,240 --> 00:13:45,640 Speaker 1: will sort of consider whether there's a deal to be had. 252 00:13:45,720 --> 00:13:47,439 Speaker 1: I don't think the Twitter board is going to give 253 00:13:47,559 --> 00:13:50,280 Speaker 1: up much, if anything at all. Possibly there will be 254 00:13:50,320 --> 00:13:53,600 Speaker 1: a small readjustment to price, simply so everyone could claim 255 00:13:53,720 --> 00:13:56,160 Speaker 1: victory and walk away with their arms in the air. 256 00:13:56,440 --> 00:13:58,760 Speaker 1: But I don't see this. I don't see this price 257 00:13:59,400 --> 00:14:04,199 Speaker 1: migrating very far below the price. I mean, the Twitter 258 00:14:04,240 --> 00:14:08,080 Speaker 1: board was forced into a green and musque, weren't they, 259 00:14:08,120 --> 00:14:10,800 Speaker 1: I mean, do they want musk? Well, the irony of 260 00:14:10,800 --> 00:14:13,040 Speaker 1: this is that they hadn't put up this poison pill 261 00:14:13,160 --> 00:14:16,080 Speaker 1: before they finally reached an agreement to busk. And the 262 00:14:16,240 --> 00:14:18,360 Speaker 1: usual reason that a board will put up a poison 263 00:14:18,400 --> 00:14:20,080 Speaker 1: pill is to say, look, we're not going to allow 264 00:14:20,160 --> 00:14:23,120 Speaker 1: this person to manipulate our shareholders into selling it too 265 00:14:23,120 --> 00:14:25,080 Speaker 1: low of a price. So we're putting up the poison 266 00:14:25,080 --> 00:14:27,720 Speaker 1: till so we can bargain for a better price so 267 00:14:27,760 --> 00:14:31,480 Speaker 1: that this potential acquirer doesn't go around us and end 268 00:14:31,560 --> 00:14:35,120 Speaker 1: up manipulating our shareholders. When they finally reached the deal, 269 00:14:35,200 --> 00:14:36,600 Speaker 1: one of the things that a lot of people were 270 00:14:36,640 --> 00:14:39,680 Speaker 1: surprised at including myself, is that the price that they 271 00:14:39,720 --> 00:14:42,360 Speaker 1: reached didn't change at all from the very price that 272 00:14:42,440 --> 00:14:44,400 Speaker 1: he offered them to begin with. And so there was 273 00:14:44,440 --> 00:14:47,400 Speaker 1: almost a sense in which a lot of people were thinking, hey, 274 00:14:47,480 --> 00:14:50,040 Speaker 1: Board of Directors, if you did the poison pills so 275 00:14:50,080 --> 00:14:52,000 Speaker 1: that you could have a lot of bargaining power, you 276 00:14:52,040 --> 00:14:55,000 Speaker 1: sure didn't seem to exercise very much when the same 277 00:14:55,160 --> 00:14:57,240 Speaker 1: terms that he offered came out the other end of 278 00:14:57,280 --> 00:15:00,400 Speaker 1: the bargaining. And so, weirdly enough, the twitter A board 279 00:15:00,480 --> 00:15:03,000 Speaker 1: was already taking a little bit of heat for being 280 00:15:03,200 --> 00:15:06,800 Speaker 1: too limp when it came to bargaining with Elon Musk. 281 00:15:06,920 --> 00:15:10,800 Speaker 1: And now how fortunes have turned now that seemingly limp 282 00:15:10,880 --> 00:15:13,160 Speaker 1: deal that they reached with him, that they didn't really 283 00:15:13,160 --> 00:15:16,440 Speaker 1: extract that much more from him, is now looking like 284 00:15:16,520 --> 00:15:19,520 Speaker 1: it was certainly a fortuitous, if not a genius move 285 00:15:19,600 --> 00:15:21,680 Speaker 1: by the board. So there's almost a sense in which, 286 00:15:21,800 --> 00:15:24,200 Speaker 1: you know, I think part of the you know, part 287 00:15:24,200 --> 00:15:27,520 Speaker 1: of the board sort of fighting to reclaim their honor 288 00:15:27,800 --> 00:15:30,560 Speaker 1: right that said, no, we we really engaged in heavy 289 00:15:30,560 --> 00:15:34,200 Speaker 1: bargaining is going to probably push them to dig their 290 00:15:34,240 --> 00:15:36,680 Speaker 1: heels in a little bit more than they might otherwise 291 00:15:36,720 --> 00:15:40,160 Speaker 1: do do they have also fiduciary duties that they have 292 00:15:40,400 --> 00:15:45,680 Speaker 1: this offer at and if they go much below that, 293 00:15:45,960 --> 00:15:50,320 Speaker 1: are they for going their fiduciary duties to the shareholders. Yeah. 294 00:15:50,360 --> 00:15:52,800 Speaker 1: Once a company has decided it's going to sell control 295 00:15:52,840 --> 00:15:55,400 Speaker 1: to someone else, it is under a heightened form of 296 00:15:55,400 --> 00:15:58,720 Speaker 1: fiduciary duties. It's sometimes called Revlon duties. It has to 297 00:15:58,720 --> 00:16:00,920 Speaker 1: do with a famous case in involve Revalent back in 298 00:16:00,960 --> 00:16:04,160 Speaker 1: the nineteen eighties. And when you are under those sort 299 00:16:04,200 --> 00:16:08,320 Speaker 1: of heightened fiduciary obligations, you're under an obligation to take 300 00:16:08,400 --> 00:16:11,400 Speaker 1: to only take steps that are going to reasonably maximize 301 00:16:11,440 --> 00:16:14,560 Speaker 1: the benefit to your shareholders in the short term. So 302 00:16:14,680 --> 00:16:17,360 Speaker 1: right now, if they're sitting as the board and they've 303 00:16:17,400 --> 00:16:21,520 Speaker 1: got a fifty four offer that has been signed up, 304 00:16:21,560 --> 00:16:24,000 Speaker 1: that is on the table, that doesn't have very many 305 00:16:24,040 --> 00:16:26,960 Speaker 1: closing conditions associated with it, it's going to be really 306 00:16:26,960 --> 00:16:29,160 Speaker 1: hard for the other side to get out of. If 307 00:16:29,160 --> 00:16:31,240 Speaker 1: they end up sort of backing out of it, that 308 00:16:31,320 --> 00:16:34,120 Speaker 1: could put the board itself into peril for not having 309 00:16:34,120 --> 00:16:37,720 Speaker 1: a backup plan yet letting go of what is clearly 310 00:16:37,840 --> 00:16:40,880 Speaker 1: now emerged as a relatively good offer better than anything 311 00:16:40,960 --> 00:16:43,480 Speaker 1: else that twitters can have. If you kind of combine 312 00:16:43,520 --> 00:16:46,040 Speaker 1: that with the fact that you know, in the days, 313 00:16:46,360 --> 00:16:50,120 Speaker 1: you know, leading up to Musk's um suddenly getting cold feet, 314 00:16:50,600 --> 00:16:54,000 Speaker 1: the senior executive riggs that at Twitter looked like a 315 00:16:54,440 --> 00:16:57,640 Speaker 1: rotisserie oven. They were moving, they were moving out old 316 00:16:57,640 --> 00:17:00,320 Speaker 1: ones and moving in new ones almost start only at 317 00:17:00,320 --> 00:17:02,480 Speaker 1: the hest of trying to get this company ready for 318 00:17:02,560 --> 00:17:04,920 Speaker 1: its take over by Elon Boston, some of the people 319 00:17:04,960 --> 00:17:06,879 Speaker 1: that you know he was going to clearly butt heads with. 320 00:17:07,160 --> 00:17:10,000 Speaker 1: So there's a sense in which now Twitter has effectively 321 00:17:10,359 --> 00:17:13,680 Speaker 1: morphed itself enough into something that might even be damaged 322 00:17:13,720 --> 00:17:15,520 Speaker 1: goods to anyone else who is going to buy the 323 00:17:15,520 --> 00:17:17,520 Speaker 1: company later on. And I think that gives the board 324 00:17:17,600 --> 00:17:20,320 Speaker 1: m an additional reason why they should fight right and 325 00:17:20,359 --> 00:17:23,159 Speaker 1: not concede, because if they concede, it may not be 326 00:17:23,359 --> 00:17:25,920 Speaker 1: very long before a plaintive attorney says, hey, what were 327 00:17:25,920 --> 00:17:27,919 Speaker 1: you doing? You have this great deal signed up and 328 00:17:27,960 --> 00:17:31,119 Speaker 1: now basically, you know, gave away the farm with no 329 00:17:31,200 --> 00:17:34,640 Speaker 1: backup plan. What do you make of this? Elon Musk 330 00:17:34,680 --> 00:17:38,560 Speaker 1: tweeting Twitter Legal just call to complain that I violated 331 00:17:38,600 --> 00:17:44,560 Speaker 1: your nondisclosure agreement by revealing the box check sample sizes one. Yeah, 332 00:17:44,600 --> 00:17:47,000 Speaker 1: so we don't actually know what's in the NBA because 333 00:17:47,040 --> 00:17:50,399 Speaker 1: that's not been disclosed us. But there probably is an 334 00:17:50,480 --> 00:17:52,600 Speaker 1: NBA that has to do with some aspects of the 335 00:17:52,680 --> 00:17:56,000 Speaker 1: due diligence associated with the deal. So anytime you are 336 00:17:56,080 --> 00:17:58,760 Speaker 1: buying a company, you usually want to do a fair 337 00:17:58,800 --> 00:18:01,480 Speaker 1: amount of investigation on some of the aspects of what 338 00:18:01,560 --> 00:18:04,840 Speaker 1: are inside the company. That's usually why these deals end 339 00:18:04,920 --> 00:18:07,520 Speaker 1: up taking a fair amount of time, because the buyer 340 00:18:07,600 --> 00:18:10,640 Speaker 1: is trying to satisfy themselves that they're getting something that's valuable. 341 00:18:10,880 --> 00:18:13,600 Speaker 1: In this case, it appears that that musk not only 342 00:18:13,880 --> 00:18:16,560 Speaker 1: didn't try to do a lot of that due diligence, 343 00:18:16,800 --> 00:18:21,040 Speaker 1: but he also didn't extract a contractual warranty in the 344 00:18:21,119 --> 00:18:23,560 Speaker 1: contract itself. A says you know, don't worry, we have 345 00:18:23,600 --> 00:18:25,639 Speaker 1: at most five percent bought. You can't find that in 346 00:18:25,640 --> 00:18:28,359 Speaker 1: the contract itself. That's one of the reasons why you 347 00:18:28,400 --> 00:18:31,480 Speaker 1: know he's sort of you know, casting about the securities 348 00:18:31,520 --> 00:18:34,119 Speaker 1: markets disclosures. So there's a sense in which you know, 349 00:18:34,160 --> 00:18:37,000 Speaker 1: this dog ate my homework thing really is resonant. There's 350 00:18:37,040 --> 00:18:40,680 Speaker 1: there's essentially nothing surprising in any of the disclosures, he 351 00:18:40,760 --> 00:18:42,920 Speaker 1: talked about it. It was out there in plain sight 352 00:18:43,080 --> 00:18:45,280 Speaker 1: for everyone to see. You know, there had even been 353 00:18:45,520 --> 00:18:48,639 Speaker 1: a public dispute about the number of boss that members 354 00:18:48,640 --> 00:18:51,000 Speaker 1: the Twitter hand, so you know it's he was suggesting 355 00:18:51,040 --> 00:18:54,000 Speaker 1: he didn't bother doing his diligence of the deal, or 356 00:18:54,119 --> 00:18:56,399 Speaker 1: he didn't intend to do any diligence on the deal. 357 00:18:56,880 --> 00:18:59,960 Speaker 1: And he also didn't bake in any promises to the 358 00:19:00,040 --> 00:19:03,359 Speaker 1: contrary in the contract. So it has a lot of 359 00:19:03,359 --> 00:19:07,960 Speaker 1: the trappings of a fairly hastily entered into contract that 360 00:19:08,160 --> 00:19:11,280 Speaker 1: was for cash, that didn't have too many contingencies in it. 361 00:19:11,359 --> 00:19:13,960 Speaker 1: And now he's starting to feel like, oh wow, maybe 362 00:19:13,960 --> 00:19:15,320 Speaker 1: I don't really want to go through with it, or 363 00:19:15,320 --> 00:19:18,119 Speaker 1: maybe I can threaten to walk away and get a 364 00:19:18,160 --> 00:19:22,399 Speaker 1: better price. In most universes, given the documents that I've seen, 365 00:19:22,760 --> 00:19:26,520 Speaker 1: that that is a pretty speculative bet. But you know, 366 00:19:26,720 --> 00:19:29,760 Speaker 1: who knows what to expect in the Elon Musk universe. 367 00:19:29,800 --> 00:19:32,040 Speaker 1: We've already learned that it is somewhat of a parallel 368 00:19:32,119 --> 00:19:34,760 Speaker 1: universe from the one everyone else of us lives in. 369 00:19:35,280 --> 00:19:38,520 Speaker 1: Looking at the paperwork it's or looking at the deal, 370 00:19:39,200 --> 00:19:41,840 Speaker 1: what do you think the chances are that he will 371 00:19:41,880 --> 00:19:46,439 Speaker 1: actually buy Twitter. I think they are still pretty high. 372 00:19:46,600 --> 00:19:49,399 Speaker 1: I think the specific performance aspect of it is going 373 00:19:49,440 --> 00:19:53,200 Speaker 1: to play a fairly large role. Ultimately, it may take 374 00:19:53,240 --> 00:19:55,320 Speaker 1: a while, and they may end up, you know, trying 375 00:19:55,480 --> 00:19:58,520 Speaker 1: deciding to grease the wheels and having a light break 376 00:19:58,800 --> 00:20:02,040 Speaker 1: in price. Much is going to turn on whether the 377 00:20:02,119 --> 00:20:05,119 Speaker 1: lenders that are lined up to lend money for this 378 00:20:05,240 --> 00:20:08,320 Speaker 1: acquisition themselves get cold beat. And if they do get 379 00:20:08,359 --> 00:20:11,240 Speaker 1: cold beat, do they do so sort of honestly or 380 00:20:11,280 --> 00:20:13,280 Speaker 1: do they do so in a somewhat of a managed 381 00:20:13,359 --> 00:20:16,240 Speaker 1: and engineered way. If they do so and do so honestly, 382 00:20:16,320 --> 00:20:18,639 Speaker 1: that's the only contingency I can see in which this 383 00:20:18,720 --> 00:20:21,240 Speaker 1: deal doesn't end up closing. I think a lot of 384 00:20:21,240 --> 00:20:23,800 Speaker 1: people out there sort of feel like it probably will 385 00:20:23,920 --> 00:20:26,040 Speaker 1: end up closing. And I think this is all a 386 00:20:26,040 --> 00:20:28,119 Speaker 1: big dance to see if he can get a slight 387 00:20:28,160 --> 00:20:31,440 Speaker 1: price reduction. Thanks for being in the Bloomberg Law Show, Eric. 388 00:20:31,720 --> 00:20:37,520 Speaker 1: That's professor Eric Tally of Columbia Law School. On Monday, 389 00:20:37,560 --> 00:20:40,040 Speaker 1: the Supreme Court, by a vote of six to three, 390 00:20:40,280 --> 00:20:44,040 Speaker 1: struck down another campaign finance law, adding to a line 391 00:20:44,040 --> 00:20:49,000 Speaker 1: of rulings throwing out campaign finance restrictions. Republican Senator Ted 392 00:20:49,080 --> 00:20:53,399 Speaker 1: Cruz had challenged the two fifty dollar cap on candidates 393 00:20:53,480 --> 00:20:57,840 Speaker 1: using political contributions made after an election to recoup their 394 00:20:57,840 --> 00:21:02,240 Speaker 1: personal campaign loans. The this vision was along ideological lines, 395 00:21:02,560 --> 00:21:06,639 Speaker 1: and Chief Justice John Roberts wrote the majority opinion, finding 396 00:21:06,680 --> 00:21:10,760 Speaker 1: that the provision burden's core political speech without furthering an 397 00:21:10,760 --> 00:21:14,879 Speaker 1: anti corruption goal. Echoing what Roberts and Justice Amy Coney 398 00:21:14,920 --> 00:21:18,360 Speaker 1: Barrett said during the oral arguments, there isn't a sufficient 399 00:21:18,400 --> 00:21:22,240 Speaker 1: corruption anti corruption interests sort of up to two thousand, 400 00:21:22,280 --> 00:21:27,440 Speaker 1: but then all of a sudden there is says that 401 00:21:28,359 --> 00:21:31,640 Speaker 1: this doesn't enrich him personally because he's no better off 402 00:21:31,640 --> 00:21:34,920 Speaker 1: than he was before. It's paying alone, not lining his pockets, 403 00:21:35,480 --> 00:21:39,320 Speaker 1: but in a blistering descent. Justice Elena Kagan, writing for 404 00:21:39,359 --> 00:21:42,800 Speaker 1: the liberal justices, said that it doesn't take a political 405 00:21:42,920 --> 00:21:46,560 Speaker 1: genius to see the heightened risk of corruption from donations 406 00:21:46,640 --> 00:21:50,679 Speaker 1: made after Accountada has won and can quote return the 407 00:21:50,720 --> 00:21:54,200 Speaker 1: favor by a vote, a contract, and appointment. Here are 408 00:21:54,240 --> 00:21:58,359 Speaker 1: Justices Kagan and Sonya. So to mayor, if I have 409 00:21:58,600 --> 00:22:02,200 Speaker 1: a debt of ten thousand and dollars and somebody comes 410 00:22:02,240 --> 00:22:05,160 Speaker 1: along and says you're doing such a good job. I'm 411 00:22:05,200 --> 00:22:07,840 Speaker 1: going to read, I'm going to pay that debt off 412 00:22:08,040 --> 00:22:12,239 Speaker 1: for you. Isn't that a financial benefits to me? Of 413 00:22:12,280 --> 00:22:16,600 Speaker 1: course it's a gift. But you just said the magic 414 00:22:16,680 --> 00:22:21,639 Speaker 1: words to make a contribution to the winner, not too 415 00:22:22,040 --> 00:22:25,919 Speaker 1: a campaign and for instance, but for the pockets of 416 00:22:25,920 --> 00:22:29,240 Speaker 1: the winner. My guest is Richard Brafald, a professor at 417 00:22:29,240 --> 00:22:34,200 Speaker 1: Columbia Law School. So the court struck down another campaign 418 00:22:34,320 --> 00:22:37,640 Speaker 1: finance rule. Are you surprised at all? Not at all, 419 00:22:37,920 --> 00:22:41,040 Speaker 1: Both based on the oral argument, which pretty much telegraph 420 00:22:41,080 --> 00:22:43,639 Speaker 1: where it was going to go, and more generally based 421 00:22:43,640 --> 00:22:46,760 Speaker 1: on the court's philosophy of the last pen plus years, 422 00:22:47,080 --> 00:22:49,720 Speaker 1: the court has been pretty hostile to campaign finance law. 423 00:22:49,840 --> 00:22:52,040 Speaker 1: I don't think it broke any new ground in this case. 424 00:22:52,320 --> 00:22:54,760 Speaker 1: It's kind of deepened the ground that was already there. 425 00:22:55,240 --> 00:22:58,120 Speaker 1: Tell us about the rule that the court struck down, right, 426 00:22:58,240 --> 00:23:00,760 Speaker 1: So this was a part of a m can findal 427 00:23:00,880 --> 00:23:04,160 Speaker 1: law adopted about twenty years ago now which basically limited 428 00:23:04,200 --> 00:23:09,560 Speaker 1: the ability of campaigns to repay loans that a candidate 429 00:23:09,600 --> 00:23:12,040 Speaker 1: made today a campaign to pay for the election. So 430 00:23:12,119 --> 00:23:14,359 Speaker 1: currently a candidate can spend as much money as he 431 00:23:14,400 --> 00:23:17,080 Speaker 1: wants on an election, and the candidate can lend as 432 00:23:17,119 --> 00:23:19,720 Speaker 1: much money as he wants to his own campaign and 433 00:23:19,760 --> 00:23:22,639 Speaker 1: the campaign can pay him that. But the problem is 434 00:23:22,640 --> 00:23:25,640 Speaker 1: that the campaign starts to pay him back with donations 435 00:23:25,720 --> 00:23:29,760 Speaker 1: received after election day. So under the law, the campaign 436 00:23:29,840 --> 00:23:33,919 Speaker 1: can repay the candidate only up to tun fifty dollars 437 00:23:33,920 --> 00:23:36,919 Speaker 1: with donations that come in after election day. They can 438 00:23:37,000 --> 00:23:38,919 Speaker 1: use any amount of money from donations that came in 439 00:23:38,960 --> 00:23:42,720 Speaker 1: before election day, but only after tune with donations that 440 00:23:42,800 --> 00:23:46,160 Speaker 1: came in after. The concern was that after election day 441 00:23:46,200 --> 00:23:49,359 Speaker 1: the donor know who's who won, so it's more likely 442 00:23:49,440 --> 00:23:51,760 Speaker 1: that the money is being given to influence the candidate. 443 00:23:52,359 --> 00:23:54,399 Speaker 1: And if the money is being used to repay a 444 00:23:54,440 --> 00:23:57,399 Speaker 1: loan to the candidate, in any ways, the money is 445 00:23:57,440 --> 00:23:59,840 Speaker 1: almost like a gift to the candidate. The money is 446 00:23:59,880 --> 00:24:02,359 Speaker 1: not going to be used actually for campaigning the election 447 00:24:02,480 --> 00:24:04,920 Speaker 1: is over, it's going to be used to repay the candidate. 448 00:24:05,040 --> 00:24:07,560 Speaker 1: So those are the two ideas behind having this special 449 00:24:07,600 --> 00:24:12,040 Speaker 1: restriction on the use of post election donations to repay loans. 450 00:24:12,520 --> 00:24:15,560 Speaker 1: To tell us about the reasoning, and the Chief Justices 451 00:24:15,880 --> 00:24:20,000 Speaker 1: majority opinion for the Conservatives, So basically, the Chief Justice 452 00:24:20,040 --> 00:24:23,439 Speaker 1: reiterated ideas he's put forward in the past that although 453 00:24:23,720 --> 00:24:27,359 Speaker 1: some contribution restrictions can be upheld, they present the First 454 00:24:27,359 --> 00:24:30,080 Speaker 1: Amendment problem because they make it harder for candidates to 455 00:24:30,160 --> 00:24:32,960 Speaker 1: raise money. That this rule in particular was a problem 456 00:24:33,040 --> 00:24:35,879 Speaker 1: because by creating the possibility of a limit on the 457 00:24:35,920 --> 00:24:38,879 Speaker 1: repayment of a loan, it makes it less likely candidate 458 00:24:38,960 --> 00:24:41,200 Speaker 1: will make the loan, which means will be less money 459 00:24:41,200 --> 00:24:44,159 Speaker 1: for the candidates campaign. So he emphasized that there is 460 00:24:44,200 --> 00:24:47,960 Speaker 1: a First Amendment Burton posed by this restriction on loaning payments, 461 00:24:48,040 --> 00:24:51,159 Speaker 1: and then he basically dismissed the argument that there is 462 00:24:51,200 --> 00:24:56,800 Speaker 1: any special corruption danger coming from post election contributions. In 463 00:24:56,840 --> 00:24:59,960 Speaker 1: his view, the other rules dealing with contributions, the fact 464 00:25:00,040 --> 00:25:03,080 Speaker 1: that no donor can give more than twenty nine dollars 465 00:25:03,160 --> 00:25:06,639 Speaker 1: under federal contribution restrictions and that any contribution that is 466 00:25:06,680 --> 00:25:09,480 Speaker 1: made will be disclosed, that those are enough to deal 467 00:25:09,520 --> 00:25:12,560 Speaker 1: with the corruption problem. That the government failed to show 468 00:25:13,000 --> 00:25:17,920 Speaker 1: that there's any special corruption problem from post election donations 469 00:25:18,040 --> 00:25:20,920 Speaker 1: to repay a loan. The average person may not see 470 00:25:20,920 --> 00:25:25,600 Speaker 1: this explain how the court sees campaign finance restrictions as 471 00:25:25,920 --> 00:25:29,640 Speaker 1: violations of the First Amendment. In the fourth view, campaigning 472 00:25:29,720 --> 00:25:32,760 Speaker 1: is speech. The spending of money to support a campaign 473 00:25:32,800 --> 00:25:36,119 Speaker 1: is speech, and therefore the raising of money to support 474 00:25:36,119 --> 00:25:39,960 Speaker 1: a campaign supports speech, supports the candidates speech, so that 475 00:25:40,080 --> 00:25:44,840 Speaker 1: anything that burdens the ability of the candidate to campaign, 476 00:25:44,880 --> 00:25:47,560 Speaker 1: to um to spend money in support of the candidates 477 00:25:47,560 --> 00:25:51,000 Speaker 1: campaign raises a First Amendment problem. The Court has up 478 00:25:51,040 --> 00:25:54,040 Speaker 1: held some restrictions. It has up held limits on the 479 00:25:54,080 --> 00:25:56,280 Speaker 1: amount of money a donor can give directly to a 480 00:25:56,359 --> 00:25:59,040 Speaker 1: candidates campaign because of the danger of what the court 481 00:25:59,080 --> 00:26:02,720 Speaker 1: calls quick broke corruption and the courters that pulled disclosure requirements. 482 00:26:02,720 --> 00:26:05,640 Speaker 1: But the Court has struck down any slimits on candidates spending, 483 00:26:05,840 --> 00:26:08,639 Speaker 1: any limits by organizations that's the port of candidate, but 484 00:26:08,680 --> 00:26:12,160 Speaker 1: don't literally give money to the candidate, and other kinds 485 00:26:12,200 --> 00:26:15,960 Speaker 1: of restrictions in this area. And basically the Court said 486 00:26:16,040 --> 00:26:19,679 Speaker 1: that if you can show that the donation really raises 487 00:26:19,720 --> 00:26:22,600 Speaker 1: a serious danger of what the quirt calls quit pro 488 00:26:22,720 --> 00:26:26,360 Speaker 1: quote corruption, you can limit it. But the Court basically 489 00:26:26,400 --> 00:26:29,359 Speaker 1: says that other kinds of concerns the public has on 490 00:26:29,520 --> 00:26:33,080 Speaker 1: equal amounts of money, or the fact that campaign contributions 491 00:26:33,880 --> 00:26:38,040 Speaker 1: raised dangers of unequal influence or access that influence our 492 00:26:38,080 --> 00:26:41,960 Speaker 1: access are not themselves something that Congress can regulate, only 493 00:26:42,119 --> 00:26:45,600 Speaker 1: something that they call quit pro quote corrussion, which comes 494 00:26:45,640 --> 00:26:49,399 Speaker 1: close to an outright bribe. Did Justice Keigan wrote a 495 00:26:49,440 --> 00:26:53,840 Speaker 1: blistering dissent, saying the donors know as they paid him, 496 00:26:54,160 --> 00:26:57,000 Speaker 1: so he will pay them well. She basically says that 497 00:26:57,119 --> 00:27:00,919 Speaker 1: the special corruption potential for donation is given after the 498 00:27:00,960 --> 00:27:03,560 Speaker 1: election is over, when the donor knows who the winner is, 499 00:27:03,640 --> 00:27:05,600 Speaker 1: and it's going to be used to repay a loan 500 00:27:05,720 --> 00:27:08,640 Speaker 1: made by the candidates, so it's going basically directly back 501 00:27:08,680 --> 00:27:11,399 Speaker 1: to the candidate. She says that the special corruption potential 502 00:27:11,440 --> 00:27:14,240 Speaker 1: there is self evident, that it's obvious that there's a 503 00:27:14,280 --> 00:27:17,120 Speaker 1: real problem here, and then she actually goes and finds 504 00:27:17,160 --> 00:27:20,800 Speaker 1: examples and basically news accounts as instances, I mean states 505 00:27:20,840 --> 00:27:23,399 Speaker 1: in the past hasn't happened federally because the law is 506 00:27:23,440 --> 00:27:26,680 Speaker 1: prohibited until now. The instances in the past where you 507 00:27:26,760 --> 00:27:30,480 Speaker 1: have particularly sleazy situations of donors giving money to a 508 00:27:30,560 --> 00:27:33,919 Speaker 1: candidates campaign after the election and then basically getting some 509 00:27:34,000 --> 00:27:37,040 Speaker 1: kind of reward from that candidate a governor who is 510 00:27:37,080 --> 00:27:40,240 Speaker 1: able to steer certain contracts in certain directions. She basically 511 00:27:40,240 --> 00:27:43,240 Speaker 1: says that the potential for corruption here is obvious, that 512 00:27:43,280 --> 00:27:45,680 Speaker 1: there's evidence is support it. And she also returns to 513 00:27:45,720 --> 00:27:47,720 Speaker 1: the themes she's used in the past, which is and 514 00:27:47,800 --> 00:27:50,480 Speaker 1: trying to figure out whether something really does present the 515 00:27:50,520 --> 00:27:53,320 Speaker 1: Corrussian danger, you should defer to Congress. You should defer 516 00:27:53,359 --> 00:27:56,000 Speaker 1: to the politicians. They have a better sense of whether 517 00:27:56,119 --> 00:27:59,240 Speaker 1: something is likely to read a Corrussian problem than the Court, 518 00:27:59,240 --> 00:28:03,200 Speaker 1: which is removed from the political sphere. And so again 519 00:28:03,560 --> 00:28:06,240 Speaker 1: she has made these arguments in the past that the 520 00:28:06,400 --> 00:28:09,560 Speaker 1: Congress is a better judge of what graces of corruption danger, 521 00:28:10,080 --> 00:28:14,080 Speaker 1: that the Court is basically missing this and its willingness 522 00:28:14,080 --> 00:28:18,200 Speaker 1: to strike down restrictions that serve interests in public confidence 523 00:28:18,200 --> 00:28:23,000 Speaker 1: in government. Is campaign finance an issue that always divides 524 00:28:23,160 --> 00:28:27,160 Speaker 1: the liberals and the conservatives? And if so, why it's 525 00:28:27,200 --> 00:28:30,680 Speaker 1: certainly been true for about the last almost twenty years. 526 00:28:30,680 --> 00:28:33,000 Speaker 1: Further in the past, I think it was more complicated, 527 00:28:33,200 --> 00:28:36,160 Speaker 1: and you did have some judges, some of the Republican 528 00:28:36,160 --> 00:28:39,360 Speaker 1: appointees in the past, famously Justice O'Connor, who had been 529 00:28:39,400 --> 00:28:41,720 Speaker 1: an elected official. I think she was the last member 530 00:28:41,720 --> 00:28:45,000 Speaker 1: the Supreme Court wod actually been an elected official. Sharing 531 00:28:45,080 --> 00:28:48,320 Speaker 1: some some of the concerns that support campaign finance regulation. 532 00:28:48,720 --> 00:28:50,360 Speaker 1: And you have had some liberals in the past worried 533 00:28:50,400 --> 00:28:54,240 Speaker 1: about the potential for limiting the ability of nonprofits and 534 00:28:54,520 --> 00:28:57,960 Speaker 1: independent groups of the campaign, but it really has solidified 535 00:28:58,120 --> 00:29:01,360 Speaker 1: in the last twenty years along the conservative liberal divide. 536 00:29:01,560 --> 00:29:05,560 Speaker 1: The conservatives are concerned that any kind of government regulation 537 00:29:05,640 --> 00:29:09,920 Speaker 1: here will interfere with the free movement of the political process, 538 00:29:09,960 --> 00:29:13,680 Speaker 1: and the liberals see that by giving a total green 539 00:29:13,760 --> 00:29:17,680 Speaker 1: light to money that striking down campaign financed laws kind 540 00:29:17,680 --> 00:29:21,240 Speaker 1: of has the potential to corrupt the political process. Ted 541 00:29:21,320 --> 00:29:26,400 Speaker 1: Cruz engineered this legal dispute, and the Biden administration also 542 00:29:26,600 --> 00:29:30,520 Speaker 1: argued that he lacked legal standing to challenge the provision. 543 00:29:31,400 --> 00:29:34,040 Speaker 1: If the court had wanted to, could they have taken 544 00:29:34,040 --> 00:29:37,280 Speaker 1: an off ramp here and just said he doesn't have 545 00:29:37,400 --> 00:29:41,240 Speaker 1: standing here. Yeah. The argument was that he basically gave himself, 546 00:29:41,520 --> 00:29:44,960 Speaker 1: just loaned just enough money to his campaign to make 547 00:29:45,000 --> 00:29:48,160 Speaker 1: this a real dispute. Remember I said that the cap 548 00:29:48,200 --> 00:29:50,360 Speaker 1: on the amount of money that could be refunded in 549 00:29:50,440 --> 00:29:54,080 Speaker 1: post election contributions was two in fifty dollars. Well, he 550 00:29:54,160 --> 00:29:57,000 Speaker 1: loaned his campaign tour in the sixty they repaid in 551 00:29:57,080 --> 00:29:59,600 Speaker 1: the two fifty, so it was really about the remaining ten. 552 00:30:00,160 --> 00:30:02,320 Speaker 1: So it really it did look as though it had 553 00:30:02,360 --> 00:30:05,960 Speaker 1: been engineered to generate a case rather than be the 554 00:30:06,000 --> 00:30:09,080 Speaker 1: source of any real problem. So that was that was 555 00:30:09,400 --> 00:30:13,960 Speaker 1: argued and the court rejected. Interestingly, actually, Justice Kagan and 556 00:30:14,000 --> 00:30:16,600 Speaker 1: her Descent didn't really go there. I think she was 557 00:30:16,640 --> 00:30:19,600 Speaker 1: willing to defend the statute on the merits rather than 558 00:30:19,640 --> 00:30:22,520 Speaker 1: just say that there was no standing. There's also another 559 00:30:22,560 --> 00:30:26,080 Speaker 1: even more obscure question in the case, which is whether 560 00:30:26,080 --> 00:30:28,600 Speaker 1: the All Britain and cruise came from the statute or 561 00:30:28,640 --> 00:30:31,840 Speaker 1: from some implementing rags of the Federal Election Commission, including 562 00:30:31,880 --> 00:30:34,760 Speaker 1: which which had put in a time deadline for the 563 00:30:34,840 --> 00:30:38,280 Speaker 1: repayment of the loan and which was not actually in 564 00:30:38,280 --> 00:30:41,600 Speaker 1: the statute. The Crews needed to challenge the statute to 565 00:30:41,640 --> 00:30:44,120 Speaker 1: get what's called a special free judge court and a 566 00:30:44,240 --> 00:30:47,120 Speaker 1: direct appeal to the Supreme Court, rather than go through 567 00:30:47,160 --> 00:30:51,040 Speaker 1: the normal district court Court of Appeals court process, which 568 00:30:51,080 --> 00:30:53,480 Speaker 1: he wouldn't have had it he was only challenging a regulation. 569 00:30:54,040 --> 00:30:56,840 Speaker 1: So there were some kind of technical issues in the case, 570 00:30:57,200 --> 00:30:59,479 Speaker 1: but in the end, I think the Descent really just 571 00:30:59,560 --> 00:31:03,760 Speaker 1: went with the substance and and the majority also spent 572 00:31:04,000 --> 00:31:07,360 Speaker 1: the little focusing majorities on the substn As you mentioned, 573 00:31:07,360 --> 00:31:10,960 Speaker 1: this adds to a line of Supreme Court cases striking 574 00:31:11,000 --> 00:31:14,960 Speaker 1: down campaign finance restrictions. The Chief even said this case 575 00:31:15,080 --> 00:31:19,080 Speaker 1: was a logical progression in a series of cases. Tell 576 00:31:19,160 --> 00:31:21,360 Speaker 1: us about some of them. Tell us about some of 577 00:31:21,400 --> 00:31:25,000 Speaker 1: the ways the Supreme Court has cut back on campaign 578 00:31:25,040 --> 00:31:28,719 Speaker 1: finance restrictions. Well, what's interesting a number of things interesting, 579 00:31:28,720 --> 00:31:30,360 Speaker 1: but a couple of them is the way that the 580 00:31:30,440 --> 00:31:34,360 Speaker 1: Court has in the Buckley decision, which is now almost 581 00:31:34,400 --> 00:31:36,600 Speaker 1: fifty years old, forty or five years old, the Court 582 00:31:36,640 --> 00:31:40,480 Speaker 1: to a sharp line between expenditure restrictions and contribution restrictions. 583 00:31:40,920 --> 00:31:44,400 Speaker 1: Consistently is struck down expenditure restrictions except for the ones 584 00:31:44,480 --> 00:31:47,800 Speaker 1: thing with corporations, which lasted until City the United ten 585 00:31:47,880 --> 00:31:52,800 Speaker 1: years ago, and consistently upheld restrictions on contributions. What's been 586 00:31:52,800 --> 00:31:55,080 Speaker 1: happening now is they now beginning to strike down some 587 00:31:55,160 --> 00:32:00,800 Speaker 1: contribution restrictions as essentially unnecessary. So this decision invalidated a 588 00:32:00,840 --> 00:32:06,240 Speaker 1: contribution restriction effectively, you know, restricting the use of donated 589 00:32:06,280 --> 00:32:09,400 Speaker 1: contributions to repay a loan. Had nothing to do with spending. 590 00:32:09,640 --> 00:32:12,240 Speaker 1: A few years ago, the court struck down a rule 591 00:32:12,280 --> 00:32:14,840 Speaker 1: that have been in place really since the since Buckley, 592 00:32:15,320 --> 00:32:18,200 Speaker 1: since the original Sattal Campaign for Men's Law, which limited 593 00:32:18,240 --> 00:32:21,880 Speaker 1: the amount of money a donor could give in total 594 00:32:21,960 --> 00:32:25,400 Speaker 1: to all candidates. So federal law restricts the amount of 595 00:32:25,400 --> 00:32:29,440 Speaker 1: money a donor can give to one candidate on individual restriction, 596 00:32:29,480 --> 00:32:32,160 Speaker 1: but there was also an aggregate cap on the amount 597 00:32:32,160 --> 00:32:36,080 Speaker 1: of money wealthy donors could give to all candidates. That 598 00:32:36,160 --> 00:32:39,080 Speaker 1: cap had been raised substantially in the McCain fine Goal 599 00:32:39,240 --> 00:32:42,000 Speaker 1: law and has been adjusted for inflation. But the court 600 00:32:42,040 --> 00:32:44,240 Speaker 1: in this case, which is called McCutchen, which is now 601 00:32:44,280 --> 00:32:47,760 Speaker 1: about six years ago, so there was no justification for 602 00:32:47,800 --> 00:32:51,920 Speaker 1: that that the only justification was the potential corruption of 603 00:32:51,920 --> 00:32:55,040 Speaker 1: individual officials and the fact that a wealthy individual could 604 00:32:55,080 --> 00:32:58,720 Speaker 1: give to a hundred officials so long as that those 605 00:32:58,760 --> 00:33:02,480 Speaker 1: donations are under what is now the twcount there's no 606 00:33:02,560 --> 00:33:07,080 Speaker 1: danger of corruption. And then in another case involving a 607 00:33:07,120 --> 00:33:11,280 Speaker 1: public funding law that Arizona adopted law that basically allowed 608 00:33:11,560 --> 00:33:13,680 Speaker 1: that allows the state that will authorize as the state 609 00:33:14,040 --> 00:33:16,680 Speaker 1: to give money to candidates if candidates raise a certain 610 00:33:16,680 --> 00:33:19,520 Speaker 1: amount of money and private donations uh, the state will 611 00:33:19,560 --> 00:33:22,760 Speaker 1: give them public funds as a way of reducing the 612 00:33:22,760 --> 00:33:26,640 Speaker 1: need to raise campaign contributions and maybe reducing the dependence 613 00:33:26,640 --> 00:33:29,720 Speaker 1: on campaign contributions. The state also said that if the 614 00:33:29,880 --> 00:33:34,280 Speaker 1: publicly funded candidate was facing a candidate who chose not 615 00:33:34,360 --> 00:33:36,320 Speaker 1: to take public funds and as a result, was able 616 00:33:36,360 --> 00:33:40,200 Speaker 1: to raise more private money, or is being the publicly 617 00:33:40,200 --> 00:33:43,160 Speaker 1: funded candidate was also being hit hard by independent spending, 618 00:33:43,560 --> 00:33:47,240 Speaker 1: the state would give that publicly funded candidate additional money. 619 00:33:47,400 --> 00:33:51,960 Speaker 1: This didn't restrict any contributions to or expenditures by of 620 00:33:52,040 --> 00:33:55,160 Speaker 1: the other candidates, but it basically said that we're gonna, 621 00:33:55,360 --> 00:33:58,360 Speaker 1: in effect, helped maintain a fair fight for people who 622 00:33:58,360 --> 00:34:01,200 Speaker 1: take public funding. The Core said that also has to 623 00:34:01,240 --> 00:34:05,320 Speaker 1: go because that operated as a ways to discourage spending 624 00:34:05,720 --> 00:34:09,160 Speaker 1: by candidates not taking public funding. So in some ways, 625 00:34:09,200 --> 00:34:12,480 Speaker 1: what you're seeing is that they're expanding the notion of 626 00:34:12,480 --> 00:34:15,719 Speaker 1: what constitutes a limit to address something which in that 627 00:34:15,760 --> 00:34:18,760 Speaker 1: case wasn't a limit at all. It was a support 628 00:34:18,880 --> 00:34:21,719 Speaker 1: for the speech of publicly funded candidates, but the court 629 00:34:21,760 --> 00:34:24,800 Speaker 1: treated that as a limit on the privately funding candidates. 630 00:34:24,800 --> 00:34:27,719 Speaker 1: And I'll give you one last one, which was part 631 00:34:27,760 --> 00:34:31,560 Speaker 1: of the McCain fine Gold Law was something similar, which said, 632 00:34:31,600 --> 00:34:35,600 Speaker 1: we have these campaign contribution restrictions, but that loss of 633 00:34:35,640 --> 00:34:38,400 Speaker 1: it is a a candidate is faced with an opponent 634 00:34:38,840 --> 00:34:41,880 Speaker 1: who is self funding to an unlimited amount, to a 635 00:34:41,960 --> 00:34:45,280 Speaker 1: very high level. You remember the Supin Court and Buckley 636 00:34:45,320 --> 00:34:48,120 Speaker 1: said that you cannot limit how much money candidate can 637 00:34:48,400 --> 00:34:51,760 Speaker 1: can spend on his own campaign. Congress in two thousand 638 00:34:51,960 --> 00:34:55,000 Speaker 1: and two Pastball basically saying that we're going to raise 639 00:34:55,080 --> 00:34:59,480 Speaker 1: the contribution restrictions, the restrictions on contributions to candidates who 640 00:34:59,520 --> 00:35:03,840 Speaker 1: are relying on contributions if they're being opposed by the 641 00:35:03,920 --> 00:35:06,480 Speaker 1: candidate who is raising his own money to a very 642 00:35:06,560 --> 00:35:10,400 Speaker 1: high level. The so called millionaires Amendment if your opponent 643 00:35:10,840 --> 00:35:14,520 Speaker 1: a millionaire obviously wasn't really about millionaires themselves, but if 644 00:35:14,520 --> 00:35:16,560 Speaker 1: you had a very wealthy opponent was spending a huge 645 00:35:16,600 --> 00:35:18,719 Speaker 1: amount of his own money or her own money into 646 00:35:18,719 --> 00:35:22,359 Speaker 1: her campaign, we would allow you to raise larger contributions 647 00:35:22,360 --> 00:35:25,520 Speaker 1: than we normally would. And the court struck that down again. 648 00:35:25,719 --> 00:35:28,440 Speaker 1: It was really in some ways the liberalization of the 649 00:35:28,520 --> 00:35:31,600 Speaker 1: law for the candidate depending on on donations, but the 650 00:35:31,640 --> 00:35:36,720 Speaker 1: court said that also operated to discourage the wealthy candidate 651 00:35:36,800 --> 00:35:41,040 Speaker 1: from spending more money. So, um, it wasn't a limit 652 00:35:41,080 --> 00:35:43,560 Speaker 1: on the wealthy candidate, but the court treated it is 653 00:35:43,680 --> 00:35:47,760 Speaker 1: as like a limit on the wealthy candidate. So these 654 00:35:48,000 --> 00:35:53,120 Speaker 1: decisions really, going back over the last decade or more, 655 00:35:53,800 --> 00:35:57,120 Speaker 1: that decision, I think, with some late to thousands all 656 00:35:57,200 --> 00:36:00,400 Speaker 1: kind of reflect this pattern of saying that he ben 657 00:36:00,440 --> 00:36:03,440 Speaker 1: even cases in which candidates get more money, which was 658 00:36:03,520 --> 00:36:07,440 Speaker 1: that case and the Arizona public funding case, or cases 659 00:36:07,560 --> 00:36:10,799 Speaker 1: in which what we're really looking at is money that 660 00:36:11,120 --> 00:36:15,080 Speaker 1: isn't really restricted, that we're looking at contribution restrictions rather 661 00:36:15,120 --> 00:36:18,319 Speaker 1: than spending restrictions. The court has has invalidated all of 662 00:36:18,320 --> 00:36:22,440 Speaker 1: those restrictions. The Supreme Court that upheld the bulk of 663 00:36:22,480 --> 00:36:26,280 Speaker 1: the McCain fine Gold campaign finance law in two thousand 664 00:36:26,360 --> 00:36:29,400 Speaker 1: three was a very different court. I just wonder if 665 00:36:29,440 --> 00:36:32,040 Speaker 1: if they would do it now. Oh, these courts almost 666 00:36:32,040 --> 00:36:34,200 Speaker 1: certainly would not. And I think one of the interesting 667 00:36:34,239 --> 00:36:37,560 Speaker 1: things is, I mean, some of those restrictions remain in place. 668 00:36:37,719 --> 00:36:41,520 Speaker 1: They're less effective because of other developments like the rise 669 00:36:41,520 --> 00:36:44,279 Speaker 1: of independent spending, and Congress has changed the laws in 670 00:36:44,320 --> 00:36:47,200 Speaker 1: some respects, but there were still in place restrictions on 671 00:36:47,760 --> 00:36:51,520 Speaker 1: donations to political parties and so called soft money restrictions, 672 00:36:51,880 --> 00:36:54,960 Speaker 1: as well as older restrictions like the limits on direct 673 00:36:55,000 --> 00:36:58,120 Speaker 1: contributions to candidate. So there are some elements of the 674 00:36:58,160 --> 00:37:00,920 Speaker 1: law they're still in place. But yeah, the current court 675 00:37:01,080 --> 00:37:04,000 Speaker 1: that was a five four decision back in two thousand 676 00:37:04,040 --> 00:37:07,279 Speaker 1: and three, so Connor wrote much of it, and she 677 00:37:07,400 --> 00:37:10,359 Speaker 1: of course has left the court. And look, I mean 678 00:37:10,400 --> 00:37:13,919 Speaker 1: the conservative majority is now. It seems very likely that 679 00:37:14,040 --> 00:37:16,759 Speaker 1: if some of the elements of that case that came back, 680 00:37:17,120 --> 00:37:19,640 Speaker 1: they would probably be struck down today. Thanks for your 681 00:37:19,640 --> 00:37:23,280 Speaker 1: insights as always, rich that's Professor Richard Brifault of Columbia 682 00:37:23,360 --> 00:37:25,400 Speaker 1: Law School, and that's it for this edition of The 683 00:37:25,440 --> 00:37:28,400 Speaker 1: Bloomberg Law Show. Remember you can always get the latest 684 00:37:28,480 --> 00:37:31,600 Speaker 1: legal news on our Bloomberg Law Podcast. You can find 685 00:37:31,600 --> 00:37:36,200 Speaker 1: them on Apple Podcasts, Spotify, and at www dot Bloomberg 686 00:37:36,239 --> 00:37:40,040 Speaker 1: dot com, slash podcast, Slash Law, and remember to tune 687 00:37:40,040 --> 00:37:42,839 Speaker 1: into The Bloomberg Law Show every week night at ten 688 00:37:42,920 --> 00:37:46,680 Speaker 1: BM Wall Street Time. I'm June Grosso and you're listening 689 00:37:46,800 --> 00:37:47,480 Speaker 1: to Bloomberg