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Speaker 1: This is Bloomberg Law with June Brusso from Bloomberg Radio.

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Speaker 1: First I got Pinky, then I got Peinky, I got

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Speaker 1: peek Pad.

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Speaker 2: In your fame week boyd Vanessa catched something.

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Speaker 3: Teeny beanie baby items.

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Speaker 4: Now at McDonald's, your kids can get teeny beanie babies

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Speaker 4: in a happy meal, real tie beanie babies in a

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Speaker 4: mini size to toss, talk or just plain love.

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Speaker 1: Remember the beanie baby craze, the stuffed animals that became

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Speaker 1: all the rage in the nineties and then became collectibles. Well, surprisingly,

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Speaker 1: beanie babies were part of the oral arguments in a

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Speaker 1: federal case that's important in the SEC's mission to regulate

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Speaker 1: the crypto market. Coinbase, the largest US crypto exchange, is

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Speaker 1: trying to get a judge to throw out the SEC's

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Speaker 1: case against it, and its lawyer said that buying cryptocurrency

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Speaker 1: on exchange was more like electing beanie babies then investing

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Speaker 1: in a stock or bond. My guest is security is

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Speaker 1: attorney Robert him a partner at Tartar, Krinsky and Drogan.

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Speaker 3: What's at stake for Coinbase here?

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Speaker 2: Well, on Wednesday's oral argument in front of the federal judge,

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Speaker 2: in Manhattan. There's a lot of stake in this case,

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Speaker 2: particularly for Coinbase as well as the broader crypto industry. Here,

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Speaker 2: the judge has to decide whether the cryptocurrencies that traded

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Speaker 2: on the coinbase platform are securities under the statutory definition

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Speaker 2: and the rules that the SEC enforces, or whether they

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Speaker 2: come outside of that statutory framework. And it's really going

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Speaker 2: to have a fundamental impact on whether crypto exchanges can

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Speaker 2: operate in the United States and under what rules and

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Speaker 2: how much regulation they're going to be subject to.

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Speaker 1: So is the question whether crypto assets constitute an investment

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Speaker 1: contract or something else.

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Speaker 2: Yes, under the statute, which was enacted in nineteen thirty three,

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Speaker 2: So going back a long time, there's a definition of

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Speaker 2: securities in one of the categories in the statute of

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Speaker 2: what a security is is called an investment contract, and

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Speaker 2: that term is designed to be almost to catch all

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Speaker 2: within the statute because it specifically says stocks and bonds

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Speaker 2: and then it says investment contracts. So the litigation that

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Speaker 2: the SEC brought against Coinbase is really designed and the

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Speaker 2: judge has to decide whether the crypto assets that were

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Speaker 2: trading on the coin based platform fell within this category.

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Speaker 2: Called investment contracts, and Coinbase's entire argument is that on

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Speaker 2: the secondary market, there really is no contract in place

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Speaker 2: where purchasers of these digital assets and tokens would have

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Speaker 2: some contractual right to profits from the blockchain or the

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Speaker 2: company that the crypto relates to. And the SEC is arguing, well,

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Speaker 2: that's too much of a specific, narrow definition, and that

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Speaker 2: generally speaking, the court should go off of what they

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Speaker 2: seem to be the expectations of the people buying these

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Speaker 2: tokens and whether or not they have an expectation of profit,

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Speaker 2: regardless of whether it's in the form of a written

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Speaker 2: contract or not.

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Speaker 1: I'm a little confused, not knowing much about crypto, but

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Speaker 1: don't people who own crypto have the expectation that has

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Speaker 1: the value of the token goes up, they'll profit from it.

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Speaker 2: Yeah, And this is an important distinction between trading that

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Speaker 2: occurs on the secondary market, like that's an issue here

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Speaker 2: in the Coinbase case versus the primary sales and Coinbase

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Speaker 2: made an interesting analogy in court where it compared the

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Speaker 2: digital assets and the crypto the beanie babies, you know,

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Speaker 2: the phenomena in the eighties and nineties where and collectibles

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Speaker 2: is a broader category, and Coinbase's point is that there's

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Speaker 2: a lot of different things that people invest in with

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Speaker 2: the expectation of a profit, including beanie babies, including baseball cards,

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Speaker 2: and not all those things are securities. So just because

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Speaker 2: someone has the expectation that one day their purchase will

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Speaker 2: be more valualuable in the future does not convert that

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Speaker 2: over to a security. And the SEC seemed to have

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Speaker 2: a little bit of a problem coming back from that argument,

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Speaker 2: because the SEC is taking a very broad view of

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Speaker 2: what constitutes security and what comes under its jurisdiction. And

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Speaker 2: I think those arguments from coinbase were really resonating with

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Speaker 2: the trial judge because she was concerned that she doesn't

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Speaker 2: want to overly broaden the definition of security and include

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Speaker 2: these things like collectibles and other things that are clearly

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Speaker 2: intended to be outside the statute.

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Speaker 1: I was stunned that beanie babies came into the conversation.

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Speaker 1: Reminded me of beanie baby mania years ago. Was there

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Speaker 1: a reason that the judge really honed in on the

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Speaker 1: idea of collectibles. Was it because Coinbase brought it up

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Speaker 1: or is it a good analogy?

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Speaker 2: Well, it is a good analogy, and this is one

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Speaker 2: of the centerpieces of Coinbase's argument is that the SEC

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Speaker 2: is taking an overly expansive view of its own jurisdiction

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Speaker 2: and over the types of instruments it has regulatory authority

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Speaker 2: over and under our system, Congress has to pass a

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Speaker 2: statute and delegate specific powers to the SEC of what

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Speaker 2: it can and can't regulate, and Coinbase this whole argument

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Speaker 2: is that these crypto assets are not covered in the

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Speaker 2: statute and therefore the SEC has no ability to regulate

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Speaker 2: them until Congress chooses to amend the statute. And so

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Speaker 2: Coinbase brought up the example of collectibles and beanie babies

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Speaker 2: and saying that once you go down the slippery slope

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Speaker 2: of going outside of what really is defined in the statute,

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Speaker 2: almost anything that people buy, like a collectible, could be

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Speaker 2: a security. And the judge was particularly concerned about that

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Speaker 2: because she was concerned about opening the doors to a

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Speaker 2: lot more litigation and specifically mentioned class actions where these

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Speaker 2: class action lawyers could seize on a ruling in the

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Speaker 2: SEC's favor on this point and try to argue almost

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Speaker 2: anything could be a security and start suing companies that

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Speaker 2: create and promote collects.

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Speaker 1: So tell me what you think of the SEC argument

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Speaker 1: from Patrick Costello that securities differ from purchases of collectibles

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Speaker 1: like baseball cards or beanie babies. When they buy this token,

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Speaker 1: they're investing into the network behind it. One cannot be

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Speaker 1: separated from the other.

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Speaker 2: Well, I really don't think that the SEC's argument is

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Speaker 2: all that meritorious in that particular point, because when you

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Speaker 2: look at collectibles and you look at beanie babies, the

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Speaker 2: people and the companies that create, for instance, the Beanie Babies,

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Speaker 2: you know, they're very astute in terms of releasing special

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Speaker 2: edition beanie babies or limiting the supply or having particular promotions.

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Speaker 2: So it's not just like beanie babies took off on

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Speaker 2: their own, so to speak, a lot of thought and

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Speaker 2: marketing and other things that you could consider to be,

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Speaker 2: you know, kind of an enterprise. You know, we're in place.

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Speaker 2: So the SEC's attempt to distinguish a collectibles market from

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Speaker 2: a securities market really wasn't persuasive in that instance. But

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Speaker 2: I think the SEC's brought and stronger argument is that

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Speaker 2: the Securities Act of nineteen thirty three, even though it's old,

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Speaker 2: has a lot of flexibility built into it. And when

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Speaker 2: Congress passed. That Act has been able to be adopted

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Speaker 2: to new types of investment products over the years, like

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Speaker 2: real estate investment trust and complex sorts of financing instruments.

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Speaker 2: And the SEC's argument is that that was exactly what

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Speaker 2: this Act is designed to do, and that crypto fits

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Speaker 2: within that sort of category of a new financial investment,

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Speaker 2: that it is comfortably within the concept of an investment contract.

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Speaker 1: So was it mentioned that if the SEC doesn't regulate crypto.

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Speaker 3: Who will.

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Speaker 2: Yes, that came up, and that was something where the

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Speaker 2: judge specifically had another concern with in terms of she

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Speaker 2: categorized it as she needs to stay in her lane

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Speaker 2: with respect to she's supposed to be there to apply

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Speaker 2: the law and interpret its definitions. And one of Pointbase's

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Speaker 2: arguments is centered around on a principle called the major

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Speaker 2: questions doctrine, which is a key part of administrative law,

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Speaker 2: which says that agencies like the SEC, which are administrative agencies,

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Speaker 2: are limited and Congress cannot delegate to them questions that

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Speaker 2: have major economic or political significance. Those have to be

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Speaker 2: decided by Congress through debate and elections and democratic processes,

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Speaker 2: not delegated to an unelected commission. So yes, that issue

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Speaker 2: came up. The judge seemed to indicate some skepticism with that.

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Speaker 2: She didn't feel like she would really need to get

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Speaker 2: to that point. She termed it the nuclear option in

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Speaker 2: the oral argument. So, I think the judge has every

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Speaker 2: intent to rule the more narrow question about whether the

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Speaker 2: crypto assets fall within the definition of a security under

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Speaker 2: the statute or not.

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Speaker 1: And do you agree with our Bloomberg Intelligence senior litigation

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Speaker 1: analyst Elliott Stein, who predicts the judge will back coinbase

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Speaker 1: and dismiss the sec suit.

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Speaker 2: Yeah, I do. I think that there's a very high

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Speaker 2: likelihood of that happening, and I think in certain respects

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Speaker 2: what the judge could do is say that trading on

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Speaker 2: the secondary market, like what happened on the coinbase platform,

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Speaker 2: is not a security because people are trading among themselves

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Speaker 2: and the blockchain companies don't get that money. They're just

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Speaker 2: you know, aftermarket purchasers that are buying and selling among

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Speaker 2: themselves and still keeping those investor protections for when those

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Speaker 2: tokens are initially issued, like for instance, an initial coin offering,

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Speaker 2: you know, those could be securities because the company is

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Speaker 2: getting the money from that offering. They're using it to

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Speaker 2: build out a platform, they're using it to make the

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Speaker 2: product more valuable. So it's a much stronger case to

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Speaker 2: say that that's a security than the after market trading.

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Speaker 2: And I think the other really good point that Coinbase

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Speaker 2: brought up was that the SEC allowed Coinbase to go

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Speaker 2: public just three years ago in twenty twenty one. So

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Speaker 2: Coinbase filed their forms with the SEC, describe the business

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Speaker 2: model the platform was operating, and the SEC approved the

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Speaker 2: IPO three years ago. So how can the SEC come

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Speaker 2: back three years later after approving the IPO and say, well,

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Speaker 2: your business was an illegal enterprise, you know, all along,

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Speaker 2: going back to twenty nineteen when you first started it,

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Speaker 2: even though we approved it to be offered to the public.

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Speaker 2: You know, in twenty twenty one.

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Speaker 1: The question of whether digital tokens our securities has divided courts.

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Speaker 1: So another Manhattan Federal judge, an Alisa Torrez, ruled in

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Speaker 1: July that exchange sales of Ripple Labs token weren't subject

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Speaker 1: to SEC jurisdiction, while Manhattan Federal Judge jed Rakoff, I

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Speaker 1: think he just sits a floor apart from her, that

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Speaker 1: same month reached the opposite conclusion in the SEC's case

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Speaker 1: against terrorform labs. So how much influence will the decision

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Speaker 1: here by Judge polkv.

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Speaker 2: Well, that's a really good point, youne, because there are

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Speaker 2: a lot of decisions coming out of the Manhattan Fellow

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Speaker 2: Court as well as other courts that are contradictory and

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Speaker 2: judges taking different approaches, and the judge in the coinbase case,

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Speaker 2: whatever way she ultimately rules, is going to be one

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Speaker 2: more decision in that mix. It's not going to be

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Speaker 2: definitive answer either way. And I suspect that at some

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Speaker 2: point the either the appellate courts in New York or

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Speaker 2: even the Supreme Court is going to have to issue

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Speaker 2: a decision on this point because there have been contradictory rulings.

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Speaker 2: But ideally is the judges pointing out that this is

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Speaker 2: more an issue for Congress in terms of trying to

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Speaker 2: pass a legislative framework for crypto that defines, you know

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Speaker 2: what people have to do, you know how to regulate it,

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Speaker 2: which agency should be responsible for it, because right now

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Speaker 2: you have this SEC, you have the CFTC which regulates commodities,

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Speaker 2: and other agencies at the state level are all kind

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Speaker 2: of start jurisdiction over crypto, and it's very harmful for

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Speaker 2: the industry, and it's hindering innovation and development because there

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Speaker 2: really is not a clear regulatory framework. So ideally Congress

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Speaker 2: would act, but I don't have high hopes for that

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Speaker 2: in this political climate.

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Speaker 1: Unfortunately, I have to agree with you there, Bob, thanks

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Speaker 1: so much. That's Robert him, a partner at Tartar, Krinsky

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Speaker 1: and Drogan. Coming up next. Elon Musk wants more Tesla

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Speaker 1: stock or he's walking I'm June Grosse when you're listening

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Speaker 1: to Bloomberg. Elon Musk is leaning on Tesla's board to

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Speaker 1: give him another massive stock award that would nearly double

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Speaker 1: his current shares. In a series of posts on x,

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Speaker 1: the Tesla chief executive says he would be quote uncomfortable

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Speaker 1: growing Tesla to be a leader in AI and robotics

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Speaker 1: without having twenty five percent control, enough to be influential,

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Speaker 1: but not so much that I can't be overturned. And

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Speaker 1: then the not so veiled threat. Musk writes. Unless that

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Speaker 1: is the case, I would prefer to build products outside

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Speaker 1: of Tesla. Musk previously held a stake of more than

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Speaker 1: twenty percent in Tesla. But now owns around thirteen percent

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Speaker 1: of the company's stock after selling billions of dollars of

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Speaker 1: shares in twenty twenty two, partly to help finance his

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Speaker 1: forty four billion dollar purchase of Twitter. Joining me is

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Speaker 1: business law expert Eric Talley, a professor at Columbia Law School.

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Speaker 1: So the latest, although, to say, what's the latest on

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Speaker 1: Elon Musk is very dangerous because he's in the news

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Speaker 1: all the time. But he's pressuring Tesla's board to arrange

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Speaker 1: another massive stock award for him, And he wrote that

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Speaker 1: unless he has roughly twenty five percent voting control of Tesla,

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Speaker 1: he'd preferred to build artificial intelligence and robotics products elsewhere.

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Speaker 3: Is this a real threat?

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Speaker 4: It's really hard to tell. And you know, Elon Musk

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Speaker 4: is in so many news stories now that they all

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Speaker 4: kind of blend together, and maybe they're just all part

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Speaker 4: of the same narrative. First of all, I guess it's

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Speaker 4: kind of interesting that Elon Musk decided to take his

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Speaker 4: case for a raise. I guess, not to the Tesla board,

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Speaker 4: but to the to the viewers of his ex slash

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Speaker 4: Twitter feed to essentially make his case in the court

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Speaker 4: of public opinion. Which is kind of a bizarre thing. Now,

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Speaker 4: it may well be the case that mister Musk has

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Speaker 4: already put forward this request and has ended up not

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Speaker 4: having it received as well as he would want it,

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Speaker 4: but it's kind of an interesting thing to decide he's

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Speaker 4: going to put it. You know, he's going to crowdsource

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Speaker 4: people's opinions about whether he should get a raise or

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Speaker 4: should have his ownership stake increased to twenty five percent. Now,

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Speaker 4: the guy is, you know, clearly an iconoclast who has

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Speaker 4: a huge following all over the place. Some of the

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Speaker 4: following follows him into the stock markets as well. So

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Speaker 4: I think if you're sitting on the board of Tesla,

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Speaker 4: you probably don't want, you know, Elon Musk becoming sour

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Speaker 4: and sort of, you know, unhappy about his situation at Tesla.

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Speaker 4: By the same token, there's a real sense in which

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Speaker 4: the types of of reasons that mister Musk gave in

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Speaker 4: his fairly long tweet they don't really quite pass the

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Speaker 4: smell test. I think, you know, sort of the main

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Speaker 4: one that he gave was that he needs that level

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Speaker 4: of control so that he has enough influence and power

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Speaker 4: to help direct things at Tesla. He's only sitting at

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Speaker 4: thirteen percent now, which by the way, is an amount

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Speaker 4: that he brought himself down to, having shed a bunch

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Speaker 4: of his Tesla shares so that he could afford his

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Speaker 4: Twitter acquisition. And he doesn't feel like he has the

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Speaker 4: influence he wants. And I don't really know of anyone

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Speaker 4: who actually believes that even as a thirteen percent shareholder.

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Speaker 4: You know, it's obvious to me that most retail investors,

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Speaker 4: and almost certainly that board is hanging on every single

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Speaker 4: word that Elon Musk sets. So you know, to claim that,

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Speaker 4: you know, if I don't have twenty five percent, I'm

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Speaker 4: not going to have enough influence at Tesla, it just

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Speaker 4: doesn't add up to me on some level.

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Speaker 3: Well, he doesn't need the money, does he.

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Speaker 1: I mean, he's now after being the first person to

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Speaker 1: ever raise two hundred billion dollars from their net worth

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Speaker 1: more than a year ago, he's now again the richest

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Speaker 1: person in the world, worth an estimated two hundred and

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Speaker 1: six point one billion dollars.

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Speaker 3: So he doesn't need the money.

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Speaker 4: Well, I guess that's one conclusion you can reach. It's

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Speaker 4: important to realize that the vast majority of his wealth

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Speaker 4: is on paper and takes the form of shares of Tesla, right,

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Speaker 4: so if he's going to access that, he would have

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Speaker 4: to sell more, and that you know, comes with all

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Speaker 4: kinds of adverse implications, not just tax implications, but also

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Speaker 4: you know, implications about his you know, waning control over

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Speaker 4: the company. And so there may be a sense that,

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Speaker 4: you know, if you tie all these different things together,

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Speaker 4: you know, one of the things that may be worrying

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Speaker 4: mister Musk, and maybe he's trying to think his way through,

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Speaker 4: is what kind of financial strain is he going to

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Speaker 4: be under over at X, which he notoriously overpaid for

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Speaker 4: a year a month ago, And so you know, that

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Speaker 4: may be part of what's going on here. It's pretty

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Speaker 4: clear that we don't have a lot of his ability

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Speaker 4: into the finances at X, but it looks like a

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Speaker 4: lot of the investors that do have to, you know,

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Speaker 4: periodically mark their positions to market value are now sort

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Speaker 4: of reflecting that their investment in Twitter is a fraction

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Speaker 4: of what it used to be worth. The company itself

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Speaker 4: is heavily leveraged. It's got a lot of debt obligations

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Speaker 4: coming to and they're going to have to meet those

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Speaker 4: in an environment that's looking incredibly and progressively less friendly.

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Speaker 4: So you know, maybe part of what's going on here

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Speaker 4: is an attempt to get a little bit more liquidity

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Speaker 4: to patch up the holes and the dike over over

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Speaker 4: at X and possibly even you know, buy out some

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Speaker 4: of these debt holders at a fraction of what they

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Speaker 4: are carrying their own debt ut So these two things

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Speaker 4: could be tied together. And while yes it's the case

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Speaker 4: that he is still an incredibly wealthy person, the use

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Speaker 4: of those shares to juggle other business commitments that mister

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Speaker 4: must has maybe you know, critically important, and it may

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Speaker 4: be important for him to get himself back up into

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Speaker 4: the mid twenties in terms of ownership shares. All of

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Speaker 4: this is perfectly fine and good to think about from

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Speaker 4: mister Musk's perspective, I guess one worries a little bit

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Speaker 4: if you're just an ordinary Tesla's shareholder. Is this good

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Speaker 4: news or is this bad? Dude? You've got this charismatic

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Speaker 4: CEO who's essentially now dangling a threat to walk away

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Speaker 4: and take his ball with him, including a bunch of

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Speaker 4: potential growth opportunities for the company that you know, quite frankly,

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Speaker 4: the valuation in Tesla in the market is part its

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Speaker 4: cars and part its batteries and part its solar roofs.

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Speaker 4: But I think a lot of it is prospect that

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Speaker 4: it's going to be moving into a bunch of exciting

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Speaker 4: new fields over the next few years. And so, you know,

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Speaker 4: on some level, the statement by mister Musk was a

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Speaker 4: shot across the bow about those growth opportunities for Tesla.

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Speaker 4: And you know, I'm not so sure that as a

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Speaker 4: stockholder you'd be feeling one hundred percent comfortable in either

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Speaker 4: direction either. On the one hand, you know, he does

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Speaker 4: take his ball and goes home. On the other hand,

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Speaker 4: he end up giving a large fraction of the value

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Speaker 4: back to Elon Musk. You know, maybe he you know,

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Speaker 4: he turns things once again in the strong direction of stockholders,

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Speaker 4: but he clearly is attempting to exact a price in

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Speaker 4: order to do so.

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Speaker 1: But is this a great time to be pressuring Tesla

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Speaker 1: with the carmaker off to the worst start to any

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Speaker 1: year it's been a public company.

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Speaker 4: Yeah, how do I put this? Definitely this is a

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Speaker 4: terrible time to be pressuring Tesla. But you know, if

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Speaker 4: anyone could do it, possibly it is mister Musk. I

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Speaker 4: mean first and foremost realize that we are sitting in

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Speaker 4: You know, everyone like myself who teaches corporate law, has

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Speaker 4: been sitting and waiting for a decision involving mister Musk's

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Speaker 4: own compensation package that was awarded to him five and

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Speaker 4: a half years ago that ended up paying him almost

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Speaker 4: sixty billion dollars worth of Tesla stock. He does not

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Speaker 4: take a salary, He gets paid exclusively in Tesla stock,

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Speaker 4: and they have not re upped a new compensation package

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Speaker 4: for him because we don't know what the decision is

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Speaker 4: going to be in the previous one in which he

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Speaker 4: was sued by shareholders saying that that compensation package was

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Speaker 4: outrageously large in a breach of the new Sherry duties.

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Speaker 4: So you know, to the extent that we don't know

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Speaker 4: how that decision is going to come out of Chancellor

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Speaker 4: McCormick's chambers. Suppose she comes back and she says, yeah,

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Speaker 4: the shareholders have a point here. You know, the procedures

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Speaker 4: he used to pay himself this exorbitant amount of money.

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Speaker 4: I'm more unfair. That may mean that the cast flowers

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Speaker 4: have to go in the reverse. He's got to give

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Speaker 4: back to some of this money that he's already been paid,

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Speaker 4: or some of the value he's already been paid, or

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Speaker 4: shares that he's received. So while the decision on this

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Speaker 4: is waiting in the offing, it's already kind of a

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Speaker 4: sketchy time to be saying, oh, let's just roll this up,

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Speaker 4: reload this same package, or maybe even a richer package,

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Speaker 4: when we don't even know what the legal status of

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Speaker 4: the existing one was going to be. Second, one of

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Speaker 4: the things that has become clear even at the very

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Speaker 4: first month of twenty twenty four is that the electric

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Speaker 4: vahicle space is both getting crowded by new entrants and

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Speaker 4: foreign competition, and you know, sort of a kind of

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Speaker 4: an inflection point about how heavily people are going to

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Speaker 4: be diving into additional purchases of electric vehicles versus hybrids,

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Speaker 4: versus you know, internal combustion vehicles versus some combination of

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Speaker 4: all of them. So the growth trajectories for the EV

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Speaker 4: sector as a whole, I think, you know, people are

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Speaker 4: trying to reassess what that looks like, and the fact

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Speaker 4: that it's getting so crowded that's going to make Tesla

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Speaker 4: probably face even more of an uphill battle itself. So

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Speaker 4: you've got this CEO who's saying I want you to

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Speaker 4: basically double my stake in the company, or else I'm

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Speaker 4: going to start directing business outside of Tesla. It's not

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Speaker 4: a great look and it's not a great moment for

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Speaker 4: that to happen. You know, I guess to play Devil's

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Speaker 4: advocate on it. Maybe this is the moment where Tesla

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Speaker 4: absolutely needs stability and they need to keep him around,

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Speaker 4: and so they're willing to say yes to almost anything,

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Speaker 4: and that's certainly a possibility.

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Speaker 1: You know.

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Speaker 4: There's another interesting question about this June is that if

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Speaker 4: I'm a CEO of a company that is not just

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Speaker 4: a car company, but it's basically a vast technology company,

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Speaker 4: part of my duties are to make sure that if

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Speaker 4: there are ideas and new business prospects that fit within

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Speaker 4: that company's line of business, that I don't sort of

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Speaker 4: pull them out and pursue them on my own, but

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Speaker 4: that I direct them into the company that I'm a

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Speaker 4: fiduciary of. This is a well known part of corporate law.

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Speaker 4: It's called the corporate opportunities doctrine. And you know, it's

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Speaker 4: a situation where if you are a CEO and you say, well,

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Speaker 4: I'm just going to plan to pole business that is

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Speaker 4: firmly within the line of this company out. Well, you

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Speaker 4: might be inviting yet another lawsuit. So the timing is

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Speaker 4: not particularly great. And even if the timing were great,

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Speaker 4: you know, you would kind of think, well, maybe this

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Speaker 4: is the type of situation where you want to approach

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Speaker 4: the board quietly. That has clearly not been the strategy

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Speaker 4: that mister Musk is pursuing here. So we'll see how

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Speaker 4: it shakes down. You know that at very least it

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Speaker 4: gives you and me something to talk about.

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Speaker 1: Well, even those of us who do not teach corporate

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Speaker 1: law are wondering what is taking the Chancery Court Judge

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Speaker 1: McCormick so long? I mean, even if it's a complicated decision,

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Speaker 1: how long has it been?

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Speaker 4: Yeah, the stakes are huge in this This case has

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Speaker 4: been hanging around for a long time, and realizing that

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Speaker 4: the chance for McCormick has basically been hofloating all things

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Speaker 4: Musk in the state of Delaware, right she was sitting

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Speaker 4: on the Twitter acquisition deal as well. This case actually

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Speaker 4: preceded that this was a complaint that one of her

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Speaker 4: predecessors actually was hearing before he ended up leaving the

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Speaker 4: bench and so she ended up taking over this case.

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Speaker 4: The case is involved from a corporate law perspective because

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Speaker 4: it entails all kinds of crisscrossing questions of does Musk

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Speaker 4: own enough shares of Tesla to actually make him a

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Speaker 4: controlling shareholder even at the time, I think he was

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Speaker 4: sitting like twenty two to twenty three percent of the company,

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Speaker 4: but not a majority. That's a tough question in and

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00:23:57,160 --> 00:24:01,120
Speaker 4: of itself. There's questions about what was the appropriate set

437
00:24:01,200 --> 00:24:05,159
Speaker 4: of comparables to look at. Was this a reasonable compensation

438
00:24:05,320 --> 00:24:07,520
Speaker 4: package when it was passed, because it looked like it

439
00:24:07,560 --> 00:24:09,520
Speaker 4: was so high in the sky that none of these

440
00:24:09,560 --> 00:24:11,840
Speaker 4: benchmarks were going to pay off, and then it turns out,

441
00:24:12,560 --> 00:24:15,320
Speaker 4: you know, all of them paid off basically. So I

442
00:24:15,359 --> 00:24:17,199
Speaker 4: think there are a lot of balls that are in

443
00:24:17,240 --> 00:24:19,960
Speaker 4: the air in this one opinion. I know people who

444
00:24:20,320 --> 00:24:23,160
Speaker 4: are sort of students of the Delaware chancewer Recurt, they're

445
00:24:23,200 --> 00:24:24,920
Speaker 4: waiting on this spinion. You're going to you know, pick

446
00:24:24,920 --> 00:24:28,040
Speaker 4: it apart almost immediately. So I would be inclined to

447
00:24:28,080 --> 00:24:30,840
Speaker 4: give Chancellor McCormick a runway to get this thing out

448
00:24:30,880 --> 00:24:33,359
Speaker 4: because it could end up giving rise to you know,

449
00:24:33,440 --> 00:24:35,800
Speaker 4: all kinds of different uses once it is out there.

450
00:24:35,840 --> 00:24:38,480
Speaker 4: And I think you know this recent fora may suggest

451
00:24:38,560 --> 00:24:41,679
Speaker 4: that the import of her decision is even greater. Right, So,

452
00:24:41,760 --> 00:24:44,280
Speaker 4: for all we knew she was about to issue the opinion,

453
00:24:44,320 --> 00:24:46,159
Speaker 4: and then we get hit with the tweets. You've got

454
00:24:46,200 --> 00:24:48,439
Speaker 4: to make sure that is going to hold Lotter against

455
00:24:48,520 --> 00:24:52,359
Speaker 4: whatever new attention grabbing headline is out there. That having

456
00:24:52,400 --> 00:24:55,000
Speaker 4: been said, most people are anticipating that we are going

457
00:24:55,080 --> 00:24:58,200
Speaker 4: to see an opinion come out of the Chance Recurt

458
00:24:58,320 --> 00:24:59,959
Speaker 4: pretty soon, probably within the nex.

459
00:25:00,720 --> 00:25:03,719
Speaker 1: All right, something else to talk about. And also in

460
00:25:03,920 --> 00:25:07,200
Speaker 1: one of his tweet or ex'es or one of his posts,

461
00:25:07,680 --> 00:25:11,199
Speaker 1: he mentioned how long ago the trial was so waiting

462
00:25:11,200 --> 00:25:14,679
Speaker 1: for that as well. So now turning to another area

463
00:25:14,920 --> 00:25:18,960
Speaker 1: involving Elon Musk, the Wall Street Journal had an article

464
00:25:19,240 --> 00:25:25,840
Speaker 1: describing his history of recreational drug use, saying he's used LSD, cocaine, ecstasy,

465
00:25:25,880 --> 00:25:30,280
Speaker 1: and psychedelic mushrooms, often at private parties, and there's an

466
00:25:30,320 --> 00:25:33,639
Speaker 1: ongoing use of ketamine. I mean, I'm not sure anyone's

467
00:25:33,680 --> 00:25:37,040
Speaker 1: surprised at this, but what impact does it have?

468
00:25:37,480 --> 00:25:39,760
Speaker 4: Yeah, I mean there's this old joke in Wall Street.

469
00:25:39,800 --> 00:25:42,560
Speaker 4: You know, stock price didn't move on announcement, right, things

470
00:25:42,600 --> 00:25:45,159
Speaker 4: that are not terribly surprising, And I think that was

471
00:25:45,280 --> 00:25:47,240
Speaker 4: literally the case here that you know, the stock price

472
00:25:47,280 --> 00:25:49,239
Speaker 4: of Tesla was moving for other reasons, but I'm not

473
00:25:49,240 --> 00:25:52,520
Speaker 4: so sure that this moved the needle itself. You know,

474
00:25:52,520 --> 00:25:56,240
Speaker 4: I don't think people were incredibly surprised by this by

475
00:25:56,280 --> 00:25:59,320
Speaker 4: the same token, you know, I think that particularly at

476
00:25:59,359 --> 00:26:03,000
Speaker 4: a company that's heading into what maybe a tougher landscape,

477
00:26:03,000 --> 00:26:04,679
Speaker 4: since you're not the only kid on the block in

478
00:26:04,760 --> 00:26:08,399
Speaker 4: terms of electric vehicle production. You know, both world politics

479
00:26:08,400 --> 00:26:11,520
Speaker 4: and the economy have facing bumpier roads ahead. You know,

480
00:26:11,560 --> 00:26:14,359
Speaker 4: I think that on some level people really do want

481
00:26:14,480 --> 00:26:19,640
Speaker 4: stability out of their leaders, and for any generic CEO,

482
00:26:20,000 --> 00:26:23,560
Speaker 4: I think this could actually spell either doom or something

483
00:26:23,640 --> 00:26:26,320
Speaker 4: close to doom. Isn't less clear to me that that's

484
00:26:26,359 --> 00:26:28,840
Speaker 4: the case with Musk, simply because I just don't think

485
00:26:28,920 --> 00:26:32,080
Speaker 4: too many people were surprised by that. But what it

486
00:26:32,160 --> 00:26:34,399
Speaker 4: does give rise to is, you know a little bit

487
00:26:34,440 --> 00:26:37,240
Speaker 4: of a sense of well, you know, when mister Musk

488
00:26:37,280 --> 00:26:40,000
Speaker 4: says something, is this part of a larger just kind

489
00:26:40,040 --> 00:26:42,840
Speaker 4: of erratic type of personality. And that's I think that's

490
00:26:42,840 --> 00:26:46,080
Speaker 4: a concern generally by the same token. You know, I

491
00:26:46,080 --> 00:26:49,080
Speaker 4: think his personality type has been one that's been you know,

492
00:26:49,160 --> 00:26:51,360
Speaker 4: not only good for Tesla, but it's been pretty good

493
00:26:51,400 --> 00:26:55,640
Speaker 4: for the American economy as well. His iconoclastic style, which

494
00:26:55,680 --> 00:26:57,720
Speaker 4: maybe you know, part and parcel with the rest of this,

495
00:26:58,080 --> 00:27:00,240
Speaker 4: has also caused him to be one of the more

496
00:27:00,080 --> 00:27:03,200
Speaker 4: or risk tolerant and entrepreneurs out there, which I think

497
00:27:03,240 --> 00:27:06,040
Speaker 4: has been all in regardless of what you think about

498
00:27:06,119 --> 00:27:08,240
Speaker 4: him as a person, has been you know, not a

499
00:27:08,359 --> 00:27:11,439
Speaker 4: terrible thing for industry. So, you know, I don't know

500
00:27:11,520 --> 00:27:14,680
Speaker 4: where this is going to go. It's it's It's obviously

501
00:27:14,720 --> 00:27:17,040
Speaker 4: an issue that was concerning enough that it not only

502
00:27:17,080 --> 00:27:19,080
Speaker 4: gave rise to a Wall Street Journal inductory, but a

503
00:27:19,119 --> 00:27:20,560
Speaker 4: lot of other people have been, you know, trying to

504
00:27:20,560 --> 00:27:24,000
Speaker 4: figure out what the implications of it are. On some level.

505
00:27:24,000 --> 00:27:26,879
Speaker 4: It really just moved it up into our mental inbox

506
00:27:26,920 --> 00:27:28,440
Speaker 4: because I think a lot of people sort of were

507
00:27:28,680 --> 00:27:31,240
Speaker 4: vaguely aware of some of this track record already.

508
00:27:31,560 --> 00:27:36,199
Speaker 1: There's the possibility that shareholders could sue over this, you know,

509
00:27:36,280 --> 00:27:36,720
Speaker 1: there is.

510
00:27:37,040 --> 00:27:40,199
Speaker 4: A possibility, I guess there turn out to be a

511
00:27:40,400 --> 00:27:43,160
Speaker 4: you know, a budge of different ways that shareholders can

512
00:27:43,160 --> 00:27:47,280
Speaker 4: file a lawsuit. Sometimes they can sue because the CEO

513
00:27:47,640 --> 00:27:51,920
Speaker 4: or the corporate fiduciary has done something greedy. It's possible

514
00:27:52,000 --> 00:27:55,159
Speaker 4: under some circumstances, shareholders could sue because the CEO or

515
00:27:55,240 --> 00:27:59,560
Speaker 4: fiduciary has done something stupid or something foolish or something

516
00:27:59,600 --> 00:28:02,720
Speaker 4: thought less. It turns out, for better or worse, that

517
00:28:02,880 --> 00:28:06,280
Speaker 4: is a much harder lawsuit to win. You can very

518
00:28:06,320 --> 00:28:09,600
Speaker 4: easily sue someone for being too greedy, but it's much

519
00:28:09,640 --> 00:28:13,360
Speaker 4: harder to sue someone for not thinking about what they're doing.

520
00:28:13,480 --> 00:28:16,119
Speaker 4: It's possible, but it's a harder thing to do. So,

521
00:28:16,359 --> 00:28:18,560
Speaker 4: you know, shareholders might sort of say, well, look, this

522
00:28:18,640 --> 00:28:21,120
Speaker 4: type of behavior suggests that you're not behaving in good

523
00:28:21,200 --> 00:28:24,560
Speaker 4: faith in discharging your duties, that you're abdicating your duties,

524
00:28:24,800 --> 00:28:27,480
Speaker 4: that you're basically treating this like a plaything. And there

525
00:28:27,520 --> 00:28:30,960
Speaker 4: have been lawsuits, many lawsuits in the past that have

526
00:28:31,080 --> 00:28:34,000
Speaker 4: made those types of allegations. But you really have to

527
00:28:34,040 --> 00:28:36,520
Speaker 4: have a pretty extreme case in order to show that,

528
00:28:37,000 --> 00:28:38,760
Speaker 4: and so much so that you know the company's worth

529
00:28:38,800 --> 00:28:41,280
Speaker 4: nothing anymore. Well, if if you were to open up

530
00:28:41,320 --> 00:28:43,840
Speaker 4: the Wall Street Journal today, you would not see that

531
00:28:44,000 --> 00:28:46,600
Speaker 4: that Tesla is worth nothing at this point in time,

532
00:28:46,720 --> 00:28:49,680
Speaker 4: So you know, I think it's certainly something a matter

533
00:28:49,800 --> 00:28:53,320
Speaker 4: that may be of some concern, maybe a matter that

534
00:28:53,680 --> 00:28:56,440
Speaker 4: at least in part caused mister Musk to think, oh boy,

535
00:28:56,600 --> 00:28:58,560
Speaker 4: you know, if some of my shareholders turn against me,

536
00:28:58,560 --> 00:28:59,880
Speaker 4: maybe it would be better for me to have twenty

537
00:28:59,920 --> 00:29:02,960
Speaker 4: five percent of the stock rather than thirteen percent of

538
00:29:02,960 --> 00:29:05,600
Speaker 4: the stock. So maybe there's something that this has to

539
00:29:05,640 --> 00:29:08,240
Speaker 4: do with. But I think that the civil exposure for

540
00:29:08,400 --> 00:29:11,240
Speaker 4: under you know, sort of corporate law principles is still

541
00:29:11,360 --> 00:29:14,480
Speaker 4: pretty small. That doesn't mean that illicit drug use doesn't

542
00:29:14,520 --> 00:29:17,600
Speaker 4: give rise to certain types of legal obligations, but they're

543
00:29:17,680 --> 00:29:20,920
Speaker 4: usually not at the hands of irate shareholders.

544
00:29:21,280 --> 00:29:25,240
Speaker 1: SpaceX doesn't seem to have the problems that Tesla does well.

545
00:29:25,280 --> 00:29:27,040
Speaker 4: One of the things that's kind of interesting to think

546
00:29:27,040 --> 00:29:30,360
Speaker 4: about here is that while SpaceX has been in the news,

547
00:29:30,400 --> 00:29:33,160
Speaker 4: they have not been in the news for bad things happening.

548
00:29:33,520 --> 00:29:36,520
Speaker 4: Right as a general matter, most of the news that's

549
00:29:36,560 --> 00:29:38,520
Speaker 4: been hitting with SpaceX, as far as I can tell,

550
00:29:38,880 --> 00:29:42,680
Speaker 4: has been good and has been along the lines of

551
00:29:42,880 --> 00:29:46,360
Speaker 4: enhancing its its footprint and enhancing its business operations. So,

552
00:29:46,520 --> 00:29:48,240
Speaker 4: you know, I guess one of the issues that came

553
00:29:48,320 --> 00:29:52,360
Speaker 4: up in the executive compensation lawsuit as well, this question

554
00:29:52,400 --> 00:29:55,440
Speaker 4: of how do you deal with a person that's got

555
00:29:55,480 --> 00:29:58,280
Speaker 4: a finger in every pine is prone to being kind

556
00:29:58,320 --> 00:30:01,840
Speaker 4: of like a distracted laboratory or retriever, right like, you know,

557
00:30:01,960 --> 00:30:04,000
Speaker 4: and this was one of the arguments that Tesla made,

558
00:30:04,080 --> 00:30:05,920
Speaker 4: is like, we had to pay him that much because

559
00:30:05,920 --> 00:30:07,760
Speaker 4: if we didn't, he was just going to get distracted

560
00:30:07,760 --> 00:30:09,840
Speaker 4: into a bunch of other things. And you know, maybe

561
00:30:09,920 --> 00:30:12,000
Speaker 4: there's a you know, a sense in which a tweet

562
00:30:12,000 --> 00:30:14,120
Speaker 4: that he issued was you know, sort of trying to

563
00:30:14,200 --> 00:30:16,800
Speaker 4: ring up that same type of logic or that same

564
00:30:16,840 --> 00:30:19,960
Speaker 4: type of reasoning. And there are things that he is

565
00:30:20,040 --> 00:30:23,320
Speaker 4: engaged in that seemed to be doing decently well. In

566
00:30:23,360 --> 00:30:25,720
Speaker 4: SpaceX I think is sort of top of that list.

567
00:30:26,120 --> 00:30:29,080
Speaker 1: Thanks so much, Eric, I'm sure we'll be talking again

568
00:30:29,920 --> 00:30:34,680
Speaker 1: about mister Musk. That's Columbia Law School professor Eric Tally

569
00:30:35,480 --> 00:30:39,320
Speaker 1: coming up next on the Bloomberg Law Show. The workplace

570
00:30:39,600 --> 00:30:42,880
Speaker 1: is not the right place for heated debates on politics

571
00:30:42,960 --> 00:30:47,280
Speaker 1: or world events, but how do employers keep political disagreements

572
00:30:47,360 --> 00:30:51,600
Speaker 1: out of the workplace while respecting free expression. That's up

573
00:30:51,640 --> 00:30:55,000
Speaker 1: next on the Bloomberg law show the workplace is not

574
00:30:55,200 --> 00:30:59,200
Speaker 1: the right place for heated debates on politics or world events.

575
00:30:59,800 --> 00:31:04,640
Speaker 1: But with primary season in full swing and traumatic events overseas,

576
00:31:05,120 --> 00:31:08,880
Speaker 1: how do employers keep political disagreements out of the workplace

577
00:31:09,200 --> 00:31:13,760
Speaker 1: while respecting free expression? Joining me is Dominique Camacho Moran,

578
00:31:13,920 --> 00:31:17,080
Speaker 1: a partner in the labor and employment practice at Faroh Fritz.

579
00:31:17,760 --> 00:31:22,880
Speaker 1: Are you finding that employers are contacting you because there's

580
00:31:22,960 --> 00:31:26,640
Speaker 1: a lot of political disagreements in the workplace?

581
00:31:27,160 --> 00:31:30,400
Speaker 5: So, I think a lot is an interesting phrase. Employers

582
00:31:30,560 --> 00:31:35,640
Speaker 5: are preparing for what we expect will be a very

583
00:31:35,760 --> 00:31:42,120
Speaker 5: robust window during the election cycle of debate. Those issues

584
00:31:42,280 --> 00:31:48,160
Speaker 5: have candidly been popping up periodically since the pandemic. It

585
00:31:48,320 --> 00:31:52,720
Speaker 5: started with issues surrounding the summer of George Floyd. It

586
00:31:53,040 --> 00:31:58,440
Speaker 5: was resurrected again in the fall around the issues in Israel.

587
00:31:58,680 --> 00:32:02,760
Speaker 5: So employers are men managing a lot of what I

588
00:32:02,800 --> 00:32:06,560
Speaker 5: would call not contentious, but robusts debate in the workplace

589
00:32:06,920 --> 00:32:10,800
Speaker 5: that can lean feelings hurt on any side of the conversation.

590
00:32:11,680 --> 00:32:16,520
Speaker 1: And so I assume that the Israeli Palestine issue has

591
00:32:16,600 --> 00:32:17,480
Speaker 1: come up already.

592
00:32:18,440 --> 00:32:23,280
Speaker 5: It absolutely has come up with employers and businesses trying

593
00:32:23,320 --> 00:32:28,800
Speaker 5: to navigate a scenario where they can be compassionate to

594
00:32:29,560 --> 00:32:32,720
Speaker 5: their own views and to the people who share those views,

595
00:32:33,280 --> 00:32:36,720
Speaker 5: but also address the issue of if your business is

596
00:32:36,760 --> 00:32:40,000
Speaker 5: not the business, then we need to make sure that

597
00:32:40,040 --> 00:32:42,760
Speaker 5: we're moving forward, and we need to make sure that

598
00:32:42,800 --> 00:32:48,000
Speaker 5: those conversations are not negatively distracting folks within the workplace.

599
00:32:48,520 --> 00:32:50,440
Speaker 1: Before we get to what you should do, there's been

600
00:32:50,480 --> 00:32:56,320
Speaker 1: a lot of talk about various law firms and businesses

601
00:32:56,520 --> 00:33:00,520
Speaker 1: not wanting people who don't support Israel. Say there's a

602
00:33:00,560 --> 00:33:03,920
Speaker 1: discussion and it gets seated, does the employer have a

603
00:33:04,000 --> 00:33:08,520
Speaker 1: right to fire someone whose speech he or she disagrees with.

604
00:33:09,080 --> 00:33:11,680
Speaker 5: I want to be careful about getting to the ultimate

605
00:33:11,760 --> 00:33:15,080
Speaker 5: question of can you fire someone for something you don't

606
00:33:15,080 --> 00:33:20,240
Speaker 5: agree with? Because the answer is yes, but yes, but

607
00:33:20,520 --> 00:33:22,960
Speaker 5: we have to make sure that we're being consistent and

608
00:33:23,040 --> 00:33:27,160
Speaker 5: that we're not discriminating against a particular group based on

609
00:33:27,240 --> 00:33:31,600
Speaker 5: their ethnicity, or their national origin, or their religion. And

610
00:33:31,680 --> 00:33:35,800
Speaker 5: so while an employer does not have to tolerate a

611
00:33:36,000 --> 00:33:40,160
Speaker 5: viewpoint they don't agree with, there are all of these

612
00:33:40,240 --> 00:33:43,840
Speaker 5: caveats to It's important that we comply with the law

613
00:33:43,880 --> 00:33:48,800
Speaker 5: regarding discrimination and all of the categories that are protected

614
00:33:48,920 --> 00:33:52,360
Speaker 5: under both federal, state, and local law, and sometimes that

615
00:33:52,440 --> 00:33:53,600
Speaker 5: crosses the line.

616
00:33:54,320 --> 00:33:59,680
Speaker 1: Tell us what employers should or shouldn't do to avoid conflicts.

617
00:34:00,560 --> 00:34:04,640
Speaker 5: Really important that employers go back to their policies and

618
00:34:04,920 --> 00:34:08,520
Speaker 5: take another look. Are we making sure that we are

619
00:34:08,800 --> 00:34:13,200
Speaker 5: asking people, for example, to use email appropriately and for

620
00:34:13,320 --> 00:34:17,200
Speaker 5: work related interests. One of the things that can happen

621
00:34:17,440 --> 00:34:22,880
Speaker 5: is that an employee can start circulating opinion pieces about

622
00:34:23,000 --> 00:34:27,759
Speaker 5: political and or other kinds of topics that divide as

623
00:34:27,800 --> 00:34:31,840
Speaker 5: opposed to unite people within the workplace. Important that the

624
00:34:31,880 --> 00:34:34,560
Speaker 5: employer knows what their policy is about the use of

625
00:34:34,600 --> 00:34:39,120
Speaker 5: the email system and that that's clearly articulated. The same

626
00:34:39,239 --> 00:34:43,120
Speaker 5: is true for making sure that there's an understanding and

627
00:34:43,440 --> 00:34:47,920
Speaker 5: perhaps explicitly that this is not the place for the

628
00:34:47,960 --> 00:34:52,640
Speaker 5: conversations around religion or politics. That's an appropriate thing for

629
00:34:52,680 --> 00:34:55,920
Speaker 5: an employer to decide. The key, though, is once an

630
00:34:55,960 --> 00:35:00,319
Speaker 5: employer decides that that's the policy, it's consistent. Enforcement can't

631
00:35:00,320 --> 00:35:03,000
Speaker 5: be we're only going to take this position when someone's

632
00:35:03,040 --> 00:35:06,000
Speaker 5: talking about Donald Trump, or we're only going to take

633
00:35:06,000 --> 00:35:09,040
Speaker 5: this position if you're talking about Joe Biden. The need

634
00:35:09,160 --> 00:35:11,160
Speaker 5: needs to be that we're going to be consistent in

635
00:35:11,239 --> 00:35:13,080
Speaker 5: how we go about applying the rules.

636
00:35:13,800 --> 00:35:17,800
Speaker 1: Let's say that this leads to a discussion that gets heated,

637
00:35:18,239 --> 00:35:20,239
Speaker 1: what do you recommend that employers do?

638
00:35:20,680 --> 00:35:24,719
Speaker 5: So, employers need to train their managers and supervisors to

639
00:35:24,800 --> 00:35:29,520
Speaker 5: stop those kinds of conversations before they start in the workplace.

640
00:35:29,640 --> 00:35:34,359
Speaker 5: There is rarely elongated window of time for that kind

641
00:35:34,400 --> 00:35:38,279
Speaker 5: of conversation to get truly heated. But when there is

642
00:35:38,320 --> 00:35:41,399
Speaker 5: an issue, employers need to step in and have their

643
00:35:41,400 --> 00:35:45,560
Speaker 5: managers and supervisors trained to say, look, we appreciate that

644
00:35:45,719 --> 00:35:49,160
Speaker 5: everybody has a viewpoint, but we're trying to make widgets

645
00:35:49,360 --> 00:35:51,799
Speaker 5: and right now we need everybody focused on how to

646
00:35:51,800 --> 00:35:52,600
Speaker 5: make the widgets.

647
00:35:52,760 --> 00:35:55,200
Speaker 3: What are the big issues are employers facing.

648
00:35:55,680 --> 00:35:57,759
Speaker 5: I think the other big issue that we're facing is

649
00:35:57,800 --> 00:36:01,080
Speaker 5: what about outside of workplace con us that has the

650
00:36:01,080 --> 00:36:04,760
Speaker 5: potential to negatively impact an employer? And I think from

651
00:36:04,760 --> 00:36:08,280
Speaker 5: there it really depends on the position. But those who

652
00:36:08,360 --> 00:36:11,440
Speaker 5: are in leadership roles need to understand that just because

653
00:36:11,480 --> 00:36:14,400
Speaker 5: their conduct is outside of the workplace doesn't mean that

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Speaker 5: it doesn't negatively impact the workplace.

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Speaker 4: And so there's got.

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Speaker 5: To be a dialogue amongst leadership that says, this is

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Speaker 5: what our expectation is and it's important that we speak

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Speaker 5: with the same message. That doesn't mean people can have

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Speaker 5: differing opinions, but everybody needs to understand that when conduct

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Speaker 5: becomes very public, it can impact the workplace.

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Speaker 1: A lot for employers to think about. Thanks so much, Dominique.

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Speaker 1: That's Dominique Camacho Moran of faral Fritz, and that's it

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Speaker 1: for this edition of the Bloomberg Law Podcast. Remember you've

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Speaker 1: can always get the latest legal news by subscribing and

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Speaker 1: listening to the show on Apple Podcasts, Spotify, and at

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Speaker 1: Bloomberg dot com, slash podcast, Slash Law. I'm June Grosso

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Speaker 1: and this is Bloomberg