Speaker 1: The split verdict of a Connecticut jury reveals the challenges
Speaker 1: of policing fraud in the market. The jury convicted one
Speaker 1: former Nomura bond trader of conspiring to light of clients
Speaker 1: about mortgage bond prices, but cleared another of all charges,
Speaker 1: while clearing a third trader of all but the conspiracy charge,
Speaker 1: which jurors could not decide on. Defense attorneys have argued
Speaker 1: that bond trading takes place between sophisticated professionals who can't
Speaker 1: be fooled by bluffing or puffing. My guests are John Coffey,
Speaker 1: of professor Columbia Law School and Robert Hockett, a professor
Speaker 1: Cornell University Law School. Jack. The jury acquitted the traders
Speaker 1: or deadlocked on everything but the conspiracy charges. They found
Speaker 1: Michael Gramman's guilty of conspiracy, Tyler Peter's not guilty, and
Speaker 1: they deadlocked on conspiracy. As far as Rod Shapiro, what
Speaker 1: does that show, Well, let's just underlinine how severe a
Speaker 1: defeat this was in reality for the government. There were
Speaker 1: twenty seven They got a conviction on one of those.
Speaker 1: Twenty seven three, as you said, brahone and twenty three
Speaker 1: were acquittals. Moreover, this case follows an earlier Connecticut case
Speaker 1: in January involving Jesse Litteck, who was also charged with
Speaker 1: ten counts of very similar kind of misconduct, and they're
Speaker 1: the jury acquitted on nine convicted on one. So it
Speaker 1: looks like the governments had in a great deal of
Speaker 1: difficulty convincing the jury that there's something truly culpable here. Uh.
Speaker 1: And I think the fact that they convicted Michael Gramman's
Speaker 1: may be explained by his being the only defendant where
Speaker 1: they had a tape recording of him instructing others on
Speaker 1: how to lie to the clients. Bad evidence really hit
Speaker 1: the jury, whereas every other case the witnesses seifying for
Speaker 1: the government were cross examined and they had to admit
Speaker 1: they had done the same thing and looked equally bad. Oh.
Speaker 1: That I think left the jury pretty confused. But what's
Speaker 1: your case gone this mixed jury verdict? Well, of course
Speaker 1: it very much matches Jack. I think the main thing
Speaker 1: to know is that it remains difficult to secure conviction
Speaker 1: and the securities from the case of this kind on
Speaker 1: not only the materiality UH portion of the large but
Speaker 1: also the intense UH portion of the tribes. I think
Speaker 1: it's not. It's not without significance that the count that
Speaker 1: was the easiest to secure conviction on was that that
Speaker 1: involved the smokiest of all possible smoking guns and Jack,
Speaker 1: does this show that the jury didn't buy the theory
Speaker 1: that the puffing and line by bond traders is fraud
Speaker 1: or that the prosecutors just didn't give the jury enough evidence. Well,
Speaker 1: we'd have to interview the jurors to really answer there.
Speaker 1: But do recall that in securities fraud case, you have
Speaker 1: to prove not simply that the defendant broke a legal rule,
Speaker 1: you have to prove that he will fully did so,
Speaker 1: that it was his to liberate intent to violate the law.
Speaker 1: And that may have looked greater, particularly in the case
Speaker 1: of the junior employees, who look like they were just
Speaker 1: taking instructions from their superiors. So the wilfulness problem here
Speaker 1: it may have been the biggest obstacle, because one defendant
Speaker 1: did look like he'd willfully done this, and they did
Speaker 1: convict him on at least one count. But it does
Speaker 1: look like the government has difficulty explaining why this behavior
Speaker 1: is truly criminal when the defendants keeps saying everybody was
Speaker 1: doing it well, Bob, even after the defense attorney's also
Speaker 1: got one of the alleged victims, Putnam Investments portfolio manager
Speaker 1: Zachary Harrison, to admit under cross examination that he had
Speaker 1: lied during negotiations and he wasn't charged with anything. So, Mike,
Speaker 1: the jury have been thinking, well, where's the crime here?
Speaker 1: I suppose that's that's that's possible. I mean that the
Speaker 1: trouble I think was figuring out exactly what was pompting
Speaker 1: the juries decision at the case that so much evidence
Speaker 1: going in so many different directions, and worse, it's also
Speaker 1: a relatively complex charge that was brought. That's hard is
Speaker 1: brought against the defense where themselves relatively complex as well,
Speaker 1: and so it's actually quite difficult appear at exactly what
Speaker 1: what it mattered both uh to the jurors. Maybe one
Speaker 1: other point of making this connection is that there is
Speaker 1: in a sense that kind of an underlying link between
Speaker 1: the intention elements of the offense on the one hand
Speaker 1: and the materiality part of the offense on the other.
Speaker 1: And that is as fall as if somebody believes that
Speaker 1: the person to whom one is selling something, he's taking
Speaker 1: what he is saying with the grain of salt. Anyway,
Speaker 1: then it's all the more difficult right to show that
Speaker 1: the person actually intended to defraud the person, because the
Speaker 1: person actually thinks that the counterparty is in fact taking
Speaker 1: but he says with the grain of solvent, he gets
Speaker 1: harder to show that he's actually thinking himself to be
Speaker 1: committing a fraud. E Jack. The defendants did not take
Speaker 1: the stand. They didn't even present a evidence, and I
Speaker 1: wonder if some of them are reconsidering that at this point.
Speaker 1: But does the split verdicts show that that didn't make
Speaker 1: any difference, or can't we really read anything into that. Well,
Speaker 1: of course, it's the normal position of what colored defense
Speaker 1: counsel to resist having the defendant take the stand, because
Speaker 1: you could easily get a perjury conviction coming out of
Speaker 1: that if you deny guilt and the court thinks you
Speaker 1: were lying about that. Uh So it's it's the normal
Speaker 1: case to attack the witnesses rather than to try to
Speaker 1: put the defendant on the stand to tell his side
Speaker 1: of the story. All in all, the significance of this
Speaker 1: is the government has wanted best a very weak peric victory,
Speaker 1: and I think it may deter his apartments justice from
Speaker 1: bringing similar cases it has in the past. Bob might
Speaker 1: deter the Department of Justice from retrying the two defendants
Speaker 1: on the deadlock counts. That's a call, um, I mean,
Speaker 1: it might almost be a kind of mood point at
Speaker 1: this point, right, because I have a funny feeling that
Speaker 1: the Justice departments during the Trunk years, he's going to
Speaker 1: be a little bit less to sell us about prosecutions
Speaker 1: of this kind in any of that. Um. On the
Speaker 1: other hands, you know where things different. Right, let's assume
Speaker 1: that we were still, you know, the middle of the
Speaker 1: Obama era. Um, would this future prosecutions. I tend to
Speaker 1: think not. Actually, I tend to think that they're going
Speaker 1: to sort of keep at that. They would keep at it,
Speaker 1: uh in hopes of making a point and at least
Speaker 1: sort of frightening market participants with the possibility of prosecution, uh,
Speaker 1: and thereby frighten them into maybe making puppery a little
Speaker 1: bit less common of practice or less sort of central
Speaker 1: to their common practices today, Jack, have these cases cases,
Speaker 1: excuse me, have these cases, including the lip fact case
Speaker 1: that you were talking about, and some of the please
Speaker 1: been a wake up call for traders who believed once
Speaker 1: that they could do anything to sell a bond. Oh,
Speaker 1: I think it has I think it has them very concerned.
Speaker 1: The problem is they may just be hiding their behavior better.
Speaker 1: Some of them are now using encryptic codes that the
Speaker 1: government can't correct. Some of them are doing face to
Speaker 1: face conversations. I think it has affected the industry because
Speaker 1: these are intelligent people and they have been surprised to
Speaker 1: find out that the government has been studying them and
Speaker 1: tape recording them, and they know they are generally susceptible
Speaker 1: to such tape recording. By the way, I think what's
Speaker 1: likely to happen here is that the government will give
Speaker 1: them something like a deferred prosecution agreement, because the government
Speaker 1: usually when there's been a mistrial does offer reduced charges,
Speaker 1: and here reduced charges would likely be something like a
Speaker 1: deferred prosecution agreement for the two who are not convicted. Bob,
Speaker 1: do you believe that the scrutiny by the government has
Speaker 1: pushed questionable sales tactics farther into the shadows rather than
Speaker 1: making people change the way that they do business. Well,
Speaker 1: I think I think it's really raised the incentive, of course,
Speaker 1: people to push more of what they do in the shadows. Um,
Speaker 1: But I don't know that that's actually a problem as such.
Speaker 1: I mean, for for two reasons, right. The first is, uh,
Speaker 1: the shadow kinds of communications are themselves problematic as far
Speaker 1: as the law is concerned. Uh, And so there are
Speaker 1: you know, in the sense, what you're doing is pushing
Speaker 1: people into committing another kind of offense if you persisted
Speaker 1: doing that, and that's of course going to render them vulnerable.
Speaker 1: Charges along those lines are just sort of actions brought.
Speaker 1: They are predicted on those behaviors. The second point, I
Speaker 1: think that it's very often said, right that you shouldn't
Speaker 1: regulate this or that, because then you'll push this or
Speaker 1: that into some sort of realm where it's harder to
Speaker 1: regulate it. But that's a bit like uh see. To me,
Speaker 1: that's something bit like saying, you know, you shouldn't constitute
Speaker 1: any crime at all because otherwise people become us secretive
Speaker 1: in committing your crimes. I mean, that's no, there's no
Speaker 1: real answer. It's not it's not a good reason not
Speaker 1: to prosecute something if it on otherwise to be prosecuted.
Speaker 1: What it's a good reason to do is to make
Speaker 1: sure that you actually be hunt your enforcement in these
Speaker 1: sort of shadow realms as well. If that's where the
Speaker 1: behavior moves after, it's kind of uh wished out of
Speaker 1: lawyer sort of legitimate or well wit days Jeff. Market
Speaker 1: analysts say because of this change in traders in the
Speaker 1: way they're doing business, whether they're cleaning up their act
Speaker 1: or doing it um more surreptitiously, that liquidity has been reduced.
Speaker 1: Do you see that, I really don't. I think that
Speaker 1: the bond markets are robust, there's tremendous demand. I believe
Speaker 1: we should have stronger enforcement, but I have to say
Speaker 1: it's easier said than done. It is very difficult to
Speaker 1: interfere with traders who are going to move off the
Speaker 1: normal venues into a non paper corded settings. I think
Speaker 1: we'll deter some people and will cause others to go underground.
Speaker 1: I still believe we should have stronger enforcement, but I
Speaker 1: have to say these kinds of defeats are going to
Speaker 1: chill the government. Young use attorneys do not like to
Speaker 1: effectively lose cases, and I think the government may go
Speaker 1: back to things they're easier to prosecute, like insider trade.
Speaker 1: We're having a much better track record, Bobby, do you
Speaker 1: believe that it's clear to traders, to bond traders what
Speaker 1: exactly fraudy is whether an omission can have the same
Speaker 1: effect as a misrepresentation for example. Yeah, I think it's
Speaker 1: been somewhat unclear actually in recent years. And and one
Speaker 1: way of interpreting what has been doing in these cases
Speaker 1: is actually the triberally impose a bit of player life.
Speaker 1: I mean, a line is fairly difficult to draw between
Speaker 1: each adjuration or puffery on the one hand and just
Speaker 1: outright lining on the other, so that at least he
Speaker 1: was kind of gray. And that's actually one reason that
Speaker 1: this case was kind of gray, and why I suspect
Speaker 1: it is the case that some of the charges were
Speaker 1: sort of easier for the diary to find sort of
Speaker 1: convincing than others. But one way to deal with that
Speaker 1: in a problem, it's precisely to sort of reimpose a
Speaker 1: certain bright line rules such as the rule is simply
Speaker 1: not to lie. Right if you actually, if it's a
Speaker 1: nice cut and dried answer to how much you pay
Speaker 1: for exture security that you're not now trying to sell, Um,
Speaker 1: it's not that difficult to understand, right, all right, don't
Speaker 1: tell people that you paid at different price than you
Speaker 1: actually pay. Right, it's very easy I think to impose
Speaker 1: a bright line with respect of that kind of uh
Speaker 1: talk that's in a communication, something in the way of
Speaker 1: bright line order lines. Here at least with respect of
Speaker 1: these questions, where the easy about to impose those sense
Speaker 1: of wines and that will actually then clarify the beginning
Speaker 1: of fraud. I suspect to market participants on both sides
Speaker 1: of trades. Jack, How is the SEC proceeding in this
Speaker 1: area in tandem with the federal prosecutors or separately? Oh? Yes,
Speaker 1: they very very much act in tandem. But there's one
Speaker 1: big difference. The SEC brings about eighty percent of their
Speaker 1: enforcement cases in front of the administrative law judges in
Speaker 1: inherse proceedings. That means there's no jury, and the administrative
Speaker 1: lawd judge is someone who's a specialist in securities law.
Speaker 1: It's much easier to convince that kind of judge than
Speaker 1: a somewhat innocent jury that doesn't really know what's going on.
Speaker 1: And I quiffe some of these cases moved back to
Speaker 1: civil sec enforcement in administrative law proceedings, Bob, if you
Speaker 1: could explain about the bond market and why for so long,
Speaker 1: it has been more difficult to deal with, and the
Speaker 1: government has sort of left it alone till about four
Speaker 1: years ago the actions of bond traders and then decided
Speaker 1: to crack down. Okay, so we've lost Bob for a
Speaker 1: few minutes, Jack, Can you talk a little bit about
Speaker 1: the bond the bond business and why there was this
Speaker 1: crackdown started about four and a half years ago on
Speaker 1: bond traders actions when they had basically been dealing in
Speaker 1: this level where they said that they were dealing in
Speaker 1: sophisticated transactions and they didn't have to behave in the
Speaker 1: same way that other people did, other business people did,
Speaker 1: other traders. The bond market has always been very opaque.
Speaker 1: You're not trading against the backdrop of a constant stream
Speaker 1: of prices going across one market. There's possibility that different
Speaker 1: prices are occurring at the same time between different traders,
Speaker 1: and because it's much more opaque, there was more room
Speaker 1: for people to engage in little white lies. A trader
Speaker 1: would tell the other side, I can't sell it that
Speaker 1: price because that's less than I pay for it. I
Speaker 1: don't want to report a loss, and the other side
Speaker 1: was like, all right, I'll give you an eighth of
Speaker 1: a point more, so we don't have to do that. Uh,
Speaker 1: those little white lies were the culture of treading, and
Speaker 1: I think the government, after the financial crisis decided they
Speaker 1: were no longer going to accept this cultural story of
Speaker 1: little white lies, and they found some pretty egregious cases
Speaker 1: where public investors were regularly hurt injured by phony trading data.
Speaker 1: Welcome back, fam, I understand your back on the phone.
Speaker 1: We lost you for a moment there. Let's talk a
Speaker 1: little bit about Jesse. It's fact who whenever you hear
Speaker 1: about bond cases, you'd hear about Jesse lit fact because
Speaker 1: he was tried twice and found guilty twice. So let's
Speaker 1: talk a little bit about that case and what it's
Speaker 1: sort of established. Yeah. So, really this was sort of
Speaker 1: the font of all of the cases that we've been
Speaker 1: talking about along these lines lately. Right, I mean, this
Speaker 1: was the first sort of mark of a sea change,
Speaker 1: so that the government was no longer going to treat
Speaker 1: uh little white lines, as says Jack was calling them,
Speaker 1: or even larger white lines, uh, as if they were
Speaker 1: sort of innocent. Right. This was the first sort of
Speaker 1: signal that the guvernment was going to get curious about
Speaker 1: at least ensuring that people don't affirmatively mislead or affirmatively
Speaker 1: lie uh to to those to the counterparties or two
Speaker 1: others in the park. That's I mean, one of the
Speaker 1: things that to keep in mind here is, you know,
Speaker 1: even a common law outright line was that it was
Speaker 1: a problem, I was what would would constitute drawing. And
Speaker 1: one of the innovations made by the securities laws was
Speaker 1: to sort of adds to sort of traditional commissi of
Speaker 1: fraud a category of omissive fraud. And that's the sense
Speaker 1: in which securities laws and securities regulations can be here
Speaker 1: to sort of having pushed a kind of envelope. But
Speaker 1: sort of ironic, I think about all of these post
Speaker 1: lift back cases, including the case itself actually uh is
Speaker 1: these were cases of actual commissive fraud. Uh. And the
Speaker 1: thought that that these would have been controversial, or that
Speaker 1: it would be thought to be sort of odd that
Speaker 1: the should be prosecuted, I think is itself quite odd.
Speaker 1: It sort of tells us something about where we've come
Speaker 1: as a sort of financial culture. Uh. And and and
Speaker 1: I think as as Jack was suggesting, and as I
Speaker 1: was suggesting earlier, I mean One way of doing what
Speaker 1: the government's been doing of lage is is saying, okay, look,
Speaker 1: let's get back at least to a sort of standards
Speaker 1: pursuance which you can't just sort of outright lie to
Speaker 1: your counterparties. Uh and and and hope to sort of
Speaker 1: get away with if I think, well, everybody discounts where
Speaker 1: I say anyway, because it's sort of expected that we
Speaker 1: lie here, that's just not going to cut it any longer. Jack,
Speaker 1: do you see more plea deals or less plea deals
Speaker 1: because we see some people getting off. As you said,
Speaker 1: this wasn't a roaring victory for the government. To put
Speaker 1: it mildly, well, a government, of course, can point to
Speaker 1: the fact that one trader was convicted and that will
Speaker 1: destroy his career. He'll never be a trader ever. Again,
Speaker 1: it's only one count out of twenty seven. But they
Speaker 1: do have an effective body on which they can hinge
Speaker 1: a little bit of general deterrence. I do think, however,
Speaker 1: we're going to see the government push more of these
Speaker 1: cases into administrative proceedings where they avoid the difficulties of
Speaker 1: juries and have an administrative law judge make the decision. Bobby,
Speaker 1: is it actually more fitting for these kinds of cases
Speaker 1: to be um SEC cases with civil penalties rather than
Speaker 1: criminal cases. I mean, this is also the talk of
Speaker 1: about insider trading as well. A lot you know, is
Speaker 1: it is it really criminal or should it more be civil? Right? Well,
Speaker 1: you know, I sind to think that in it if
Speaker 1: in these kinds of cases it makes sense for the
Speaker 1: greater part of them to be regulatory offenses or for
Speaker 1: the sec to belcats. But it's very helpful for you know,
Speaker 1: some some smallish attraction of such cases I think to
Speaker 1: be prosecuted as criminal offenses, because that really sends the
Speaker 1: signal much more dramatically. Right. And as you know, one
Speaker 1: of the principal criticisms has been sort of leveled against
Speaker 1: regulators or against the sort of the general governmental response
Speaker 1: UH to financial broad and financial misdeeds in the wake
Speaker 1: of the crashes, because it has been precisely the fact
Speaker 1: that there's been so little in the way of criminal
Speaker 1: prosecution done and so much more in the way of
Speaker 1: UH regulatory settlements UH. And the why um and and
Speaker 1: and the reason for the criticism might think is precisely
Speaker 1: because people sort of understand that even one or two
Speaker 1: criminal cases UH can carry a great deal of sort
Speaker 1: of symbolic value and in that sense exercise a great
Speaker 1: deal of the turrent effects. Uh, even if the great
Speaker 1: bulk of cases are are brought by the regulators rather
Speaker 1: than prosecutors. Jack insider trading was Preet Barra's domain. Let's
Speaker 1: say he became famous as a sheriff of Wall Street
Speaker 1: for prosecuting insider trading. Have the bond cases centered more
Speaker 1: in Connecticut, Jack s c h C chairman have gone
Speaker 1: out and lobbied U S attorneys to bring more criminal cases.
Speaker 1: But generally federal criminal prosecutors want a very clear cut
Speaker 1: case with much stronger evidence, with a real witness, with
Speaker 1: a real victim. And that's why there's been very few
Speaker 1: of these cases insider trading or bond trading brought outside
Speaker 1: one or two jurisdictions, most notably the Southern District of
Speaker 1: New York, which likes to bring these cases, has gotten
Speaker 1: very experienced and very good at them. And it's also
Speaker 1: possible that New York juries are a little bit more
Speaker 1: skeptical of investment bankers and brokers and traders um. But
Speaker 1: getting criminal enforcement brought outside of the Northeast is really
Speaker 1: quite rare and I think that's still an area where
Speaker 1: their sec and the government has got a lobby and
Speaker 1: proselytiz all u S attorneys that they need to look
Speaker 1: at white collar crime more than just street crime. And
Speaker 1: and uh, Bob, what's what's your answer to that? If
Speaker 1: you remember the question theory, remember whether whether it seems
Speaker 1: as if there there is more of a focus There
Speaker 1: wasn't as much of a focus in in Manhattan on
Speaker 1: on this on bond trading. It was more you know,
Speaker 1: insider trading, and it was all about insider trading that
Speaker 1: really brought free Berrara into the spotlight, right right, Yeah,
Speaker 1: So so part of it, of course, it's the fact
Speaker 1: that the way to bond trading, uh trade that goes
Speaker 1: that it's not centered as as as as much of
Speaker 1: Manhattan as a lot of other securities trading is. And
Speaker 1: that's probably part of the reason. And a lot of
Speaker 1: it in that does occur right out of Connecticut, So
Speaker 1: it sort of makes sense. I is right that there
Speaker 1: will be more focused on it there than in New York.
Speaker 1: So where do you see the investigations going now, Jack,
Speaker 1: do you see them even even more investigations as far
Speaker 1: as some of the things that traders may be doing
Speaker 1: now to try to hide what they're doing. For example,
Speaker 1: you talked about using encrypted messaging apps or personal cell phones.
Speaker 1: So do you see the SEC or the federal prosecutors
Speaker 1: trying to look into that which seems like it's difficult. Well,
Speaker 1: they have in the recent prosecution of the Wall Street gambler.
Speaker 1: There could be of these Las Vegas gambler. Mr Walters, Uh,
Speaker 1: he used encrypted phones and that sounded very very suspicious
Speaker 1: to the jury. Um, I think we do have. Southern
Speaker 1: District prosecuters have become very attempt they now how to
Speaker 1: bring certain kinds of criminal prosecutions. The SEC has well
Speaker 1: known priorities they advertise with their priority. These are one
Speaker 1: of their largest priorities, which is where I think future
Speaker 1: criminal cases will come from, is the Foreign Corrupt Practices Act.
Speaker 1: They are very eager to find people paying foreign bribes
Speaker 1: on behalf of the U. S Company or a foreign
Speaker 1: company that's trying to broad to obtain business, and that
Speaker 1: I think will be the source of quite a few
Speaker 1: future criminal prosecutions. So well, money laundering, those are somewhat
Speaker 1: easier cases to bring. They don't get you involved with
Speaker 1: what it means when you make a particular crypto comment
Speaker 1: to another in a quick phone conversation. They look at
Speaker 1: the follow the money and you see hundreds of thousands
Speaker 1: of dollars moving, and the jury understands that that's money laundering. Bob.
Speaker 1: When you teach your students UH is bond or bond trading?
Speaker 1: Is that is that an area that they're very interested in?
Speaker 1: Or do they go more towards UH securities and and
Speaker 1: insider trading? Well, I mean my stings are quite unenlinded.
Speaker 1: It seems about what kind of UH financial practice of
Speaker 1: going in, going to go into but of course make
Speaker 1: it right now. Contact is it's very hot. Hedge funds,
Speaker 1: private equity are very hot as well. If this assumed
Speaker 1: to be a great deal of interest in bond trading
Speaker 1: as such. But I think a part of that is because, um,
Speaker 1: you know, the students at that stage are not really
Speaker 1: fully aware of all of the differences that that's sort
Speaker 1: of finer distinctions about what the life of a bond
Speaker 1: trader looks like on the one hand, and the bond
Speaker 1: they felt life of a security trader or securities underwriter
Speaker 1: looks like on the other hand. They do know, however,
Speaker 1: that there's something kind of vaguely sexy sounding or a
Speaker 1: sort of exciting and futuristic sounding about things like skin
Speaker 1: tech and startup law and UH and again private equity
Speaker 1: operations UM cases like this. I don't know, perhaps they'll
Speaker 1: make bond trading with a little bit wor it because
Speaker 1: at least in the sense that this sort of thing
Speaker 1: has become a public topics again in a certain sense
Speaker 1: of it hadn't been for a while. But but I
Speaker 1: have a funny feeling that the future, as far as
Speaker 1: again the sort of being coming cohorted student systems learned
Speaker 1: UH is still going to be with again the intact
Speaker 1: of private equity at the startup type stuff for a
Speaker 1: while now. Well, I thank you both for being on
Speaker 1: Bloomberg Law. That's Robert Hack and he's a professor at
Speaker 1: Cornell University Law School and John Coffee, professor at Columbia
Speaker 1: Law School and two of our favorite guests here on
Speaker 1: Bloomberg Law. Thank you both for being here.