WEBVTT - LVMH Leaves Tiffany at Altar & $900 Million Bank Error 0:00:00.520 --> 0:00:05.720 You're listening to Bloomberg Law with June Grasso from Bloomberg Radio. 0:00:15.560 --> 0:00:23.160 Don't you just love it? Tiffany's isn't wonderful? You see 0:00:23.160 --> 0:00:24.919 what I mean? Nothing bad could have happened to you 0:00:24.960 --> 0:00:27.080 in a place like this. Isn't that I can root 0:00:27.120 --> 0:00:30.560 about jeweler except diamonds, of course, Tiffany is the most 0:00:30.680 --> 0:00:34.400 storied jeweler in the country. The name alone evoaks images 0:00:34.400 --> 0:00:37.480 of Audrey Hepburn in a black evening gown looking into 0:00:37.479 --> 0:00:40.960 the window of its famed Fifth Avenue store in breakfast. 0:00:40.960 --> 0:00:44.320 The Tiffany's the iconic robin, a blue box with the 0:00:44.360 --> 0:00:50.839 white ribbon and flawless diamond engagement rings. LVMH, the luxury conglomerate, 0:00:50.920 --> 0:00:53.240 thought Tiffany would be the jewel in its crown of 0:00:53.440 --> 0:00:57.520 iconic brands like Louis Vutan, Javanti and Christian Dior, and 0:00:57.600 --> 0:01:01.160 made a deal to buy the jeweler for sixteen million dollars, 0:01:01.200 --> 0:01:04.520 the largest takeover ever in the luxury goods sector. But 0:01:04.600 --> 0:01:07.640 then the luster wore off the deal for LVMH as 0:01:07.680 --> 0:01:13.880 the coronavirus pandemic devastated retailers. Still, LVMH surprised investors last 0:01:13.920 --> 0:01:17.240 week when it said the French government had essentially demanded 0:01:17.240 --> 0:01:20.200 the deal be postponed because of a dispute over US 0:01:20.280 --> 0:01:24.880 tariff threats. Tiffany responded by filing suit in Delaware Chancery 0:01:24.920 --> 0:01:28.320 Court to enforce the agreement. Joining me is Andrew Rossman, 0:01:28.400 --> 0:01:31.800 a partner at Quinn Emmanuel Andy. We've seen other deals 0:01:31.840 --> 0:01:35.640 collapse during the pandemic. What's unique about this is that 0:01:35.840 --> 0:01:38.800 LVMH says it received a letter from the French Foreign 0:01:38.840 --> 0:01:42.560 Minister asking it to delay the deal for reasons related 0:01:42.600 --> 0:01:45.560 to a trade dispute. What impact will that letter have 0:01:45.720 --> 0:01:50.240 on the legal case is six four thousand dollar question 0:01:50.280 --> 0:01:53.440 in the case at the moment, which is what is 0:01:53.480 --> 0:01:58.640 the government asking LVMH to do and what does that 0:01:58.960 --> 0:02:02.760 implicate in terms of the party's rights under the agreement. 0:02:03.040 --> 0:02:06.880 It raises the question of is this a binding government 0:02:07.000 --> 0:02:10.360 order that has to be followed or is this simply 0:02:10.760 --> 0:02:14.600 kind of a polite request. So I haven't seen the letter. 0:02:14.639 --> 0:02:18.040 I'm not sure that the letter is available at this point, 0:02:18.160 --> 0:02:20.840 and I think it very much turns on what government 0:02:21.000 --> 0:02:25.280 agency is asking LVMH to do what, and then to 0:02:25.400 --> 0:02:28.440 filter that through the rights and obligations in the agreement. Well, 0:02:28.480 --> 0:02:32.919 Tiffany apparently said that it saw the letter briefly and 0:02:33.120 --> 0:02:35.200 wasn't allowed to take a picture of it, and they 0:02:35.240 --> 0:02:37.560 compared it to you know how you see the Mona 0:02:37.600 --> 0:02:40.079 Lisa for a few minutes and then they show you along. 0:02:40.240 --> 0:02:42.120 But that letter will have to be revealed if the 0:02:42.200 --> 0:02:46.919 lawsuit continues. I would think that a judge is going 0:02:46.960 --> 0:02:50.000 to eventually want to see that letter if the letter 0:02:50.160 --> 0:02:52.600 to come. The future and laws, this case has gotten 0:02:52.720 --> 0:02:58.200 ugly fast. Tiffany has accused LVMH of unclean hands. LVMH 0:02:58.240 --> 0:03:01.640 says Tiffany has been poorly on during the pandemic. What 0:03:01.840 --> 0:03:05.200 is performance during the pandemic something that the court is 0:03:05.200 --> 0:03:08.799 going to consider, Well, it is an important question they 0:03:08.800 --> 0:03:13.520 are june about what Tiffany's operations have been and what 0:03:13.760 --> 0:03:18.240 their financial results have been. Because typical merger agreements and 0:03:18.280 --> 0:03:21.399 I'm sure that there's a similar provision here in this one, 0:03:21.880 --> 0:03:25.760 they do provide for out, if you will, for the 0:03:25.840 --> 0:03:30.040 parties if there has either been a deviation from the 0:03:30.160 --> 0:03:34.600 ordinary course operations of the business or if the company's 0:03:34.720 --> 0:03:37.800 performance has suffered so much that's considered to be a 0:03:37.800 --> 0:03:42.040 material adverse effect, and that very much depends on how 0:03:42.040 --> 0:03:46.240 the businesses run with results. So material adverse effect in 0:03:46.240 --> 0:03:51.600 this instance, is COVID considered a material adverse effect? Well, 0:03:51.640 --> 0:03:54.800 I think the question is not so much COVID or 0:03:54.840 --> 0:03:57.800 no COVID, but what is the impact on the company. 0:03:58.160 --> 0:04:01.600 So these are comply provisions and you've got to look 0:04:01.640 --> 0:04:04.920 at them carefully in their own language. But the starting 0:04:04.960 --> 0:04:08.480 point is going to be how does the company's performance 0:04:08.680 --> 0:04:12.360 suffered in a significant way, And then you have to 0:04:12.400 --> 0:04:15.800 look at the language of that provision to see whether 0:04:15.920 --> 0:04:20.120 or not the pandemic is specifically provided for, not specifically 0:04:20.160 --> 0:04:24.159 provided for, if there's some other general broad catch all 0:04:24.560 --> 0:04:29.000 what's called carve out that applies to COVID. And there's 0:04:29.040 --> 0:04:32.400 all kinds of debate going on in these cases right now, 0:04:32.560 --> 0:04:36.000 depending on the specifics of the language. So I don't 0:04:36.000 --> 0:04:39.640 think courts are approaching it as well, you know, as 0:04:39.680 --> 0:04:43.880 COVID terminate all contracts, I think they're dialing in in 0:04:43.960 --> 0:04:47.919 a much more precise way to think about what's the 0:04:47.960 --> 0:04:52.200 impact on this particular company and did the parties bargain 0:04:52.320 --> 0:04:55.719 for getting out of the contract of the event of 0:04:55.800 --> 0:04:59.920 a pandemic? And then often, how does this company's performance 0:05:00.080 --> 0:05:03.520 compared to others in the industry. So if the industry 0:05:03.600 --> 0:05:09.279 is doing badly, as retailers and especially luxury goods retailers 0:05:09.400 --> 0:05:12.960 are during the pandemic, well the court take that into account. 0:05:13.400 --> 0:05:16.760 It all depends on James. How the parties wrote the 0:05:16.920 --> 0:05:22.280 contract right. So courts like to, particularly in Delaware, they 0:05:22.400 --> 0:05:26.680 like to give parties the freedom to have whatever bargain 0:05:27.160 --> 0:05:30.360 they want to have about the risks of doing a deal, 0:05:31.040 --> 0:05:35.159 so they can put specific language in that says, you know, 0:05:35.320 --> 0:05:38.400 even if there's a pandemic, the deal has to close, 0:05:38.560 --> 0:05:40.680 or they could put specific language in that says, in 0:05:40.720 --> 0:05:43.920 the event of a pandemic, the deal doesn't have to close. Now, 0:05:44.120 --> 0:05:47.080 the way corporate lawyers typically draft these things is in 0:05:47.160 --> 0:05:51.880 a much more general, much more of two sway. So 0:05:52.160 --> 0:05:55.720 that's why the litigators and judges have to pour through 0:05:55.839 --> 0:05:59.880 the particular language, look at the company's specific performance, and 0:06:00.040 --> 0:06:02.839 then make judgments. And you're going to hear sophisticated arguments 0:06:02.839 --> 0:06:07.720 on book sides. Prior to COVID, was pandemic language found 0:06:07.880 --> 0:06:12.440 generally in contracts or merger agreements. That's a great question, June. 0:06:12.640 --> 0:06:17.680 What we have seen is there are examples of contracts 0:06:17.720 --> 0:06:22.479 that specifically have pandemic language, and that there are examples 0:06:22.480 --> 0:06:26.200 of contracts that don't have pandemic language. And you've got 0:06:26.200 --> 0:06:29.120 to look at the whole contract, and sometimes you've got 0:06:29.120 --> 0:06:33.799 to consider the negotiating history of how the parties got there. 0:06:34.240 --> 0:06:37.159 So it's not a one size fits all. These aren't 0:06:37.520 --> 0:06:41.520 identical boiler plate provisions. But we have seen example of 0:06:41.520 --> 0:06:44.640 the book. There's going to be a hearing on September one. 0:06:44.800 --> 0:06:48.160 Tiffany wants to fast track the lawsuit. What would it 0:06:48.279 --> 0:06:50.800 have to show in order to get the court to 0:06:50.839 --> 0:06:55.520 fast track it? Well, what you essentially have to show 0:06:56.360 --> 0:07:00.880 is that there's some external reasons why the courts should 0:07:00.960 --> 0:07:04.440 set aside its other business and put this case to 0:07:04.520 --> 0:07:07.680 the front of the line. So what is the emergency 0:07:08.480 --> 0:07:12.720 to this deal that requires that? And I expect that 0:07:12.840 --> 0:07:15.800 what Tithany is gonna argue here is that it's facing 0:07:16.360 --> 0:07:20.520 a termination date in late November UM and that you 0:07:20.560 --> 0:07:23.480 know it will want to get heard in time to 0:07:23.600 --> 0:07:28.240 get a ruling in advance of that termination date. Sometimes 0:07:28.320 --> 0:07:31.760 you know it relates to the availability of outside financing 0:07:31.840 --> 0:07:34.360 or not. In courts want to act quickly before that 0:07:34.440 --> 0:07:38.480 expires here, If it's just a question of the termination 0:07:38.560 --> 0:07:41.080 date of the agreement, then it really is up to 0:07:41.160 --> 0:07:44.160 the parties UH if they want to extend that or 0:07:44.200 --> 0:07:46.360 they want to stick to that date. So you know 0:07:46.440 --> 0:07:50.000 that's going to be what the court's wrestling with. And 0:07:50.480 --> 0:07:54.680 you've got a judge here who's got two other cases 0:07:55.120 --> 0:07:57.600 in the COVID era about you know, whether or not 0:07:58.480 --> 0:08:03.400 transactions can be terminated, so you know a lot of 0:08:03.440 --> 0:08:06.520 experience there in terms of making exoditions. Do you know 0:08:06.560 --> 0:08:09.600 how he ruled in those cases? One of the small 0:08:09.640 --> 0:08:11.880 cases following a yoga studio. The other one of the 0:08:12.000 --> 0:08:17.600 larger cases, the m X travel case, which which my firm, 0:08:17.640 --> 0:08:20.520 Quita Manuel is actually involved in. So I'll tread lightly, 0:08:20.560 --> 0:08:24.000 but the fact they are just simply on the records 0:08:24.080 --> 0:08:28.640 that motion to expedite was denied. UM. There have been 0:08:28.680 --> 0:08:33.520 other judges that have granted motion UH to expedite UH 0:08:33.840 --> 0:08:37.160 in this era by chance or last or did it 0:08:37.200 --> 0:08:39.840 in the Marae case which we were also involved in 0:08:39.880 --> 0:08:43.440 that result in a trial a couple weeks ago. There 0:08:43.440 --> 0:08:47.520 are lots of other deals that have collapsed recently. Is 0:08:47.520 --> 0:08:51.920 there any conclusion you've drawn from those cases, I would 0:08:51.920 --> 0:08:56.360 say a couple of conclusions. One is the Delaware course 0:08:56.520 --> 0:09:01.920 will react with great dispatch when they need to. Um So, 0:09:02.160 --> 0:09:06.559 it's been impressive how they've responded to the commercial needs 0:09:06.600 --> 0:09:11.640 of the parties. And too, they're very fact dependent every case. 0:09:11.880 --> 0:09:14.280 You know, the core is going to dig in understand 0:09:14.800 --> 0:09:18.680 how the business was impacted by the pandemic or other factors, 0:09:18.880 --> 0:09:24.200 what the specifics of the agreements are um and you know, 0:09:24.240 --> 0:09:27.120 the parties are going to have to expect to go 0:09:27.400 --> 0:09:31.040 to court and tell their stories in a in a 0:09:31.160 --> 0:09:35.080 very persuasive way. Can you compare this to the two 0:09:35.080 --> 0:09:40.280 thousand eight financial crisis and the deals that collapsed during that, Yeah, 0:09:40.320 --> 0:09:43.520 it's quite different. The two thousand eight financial crisis was 0:09:43.559 --> 0:09:46.120 a bank centered crisis. It was about you know, a 0:09:46.960 --> 0:09:50.520 lot of it was started around the unavailability of credit. 0:09:51.400 --> 0:09:55.960 Um so companies were facing liquidity issues and not fundamental 0:09:56.040 --> 0:10:00.480 questions about value. And it was it was across the board. Here. 0:10:00.559 --> 0:10:04.960 There's a lot of specific industries. Um you know, luxury 0:10:05.000 --> 0:10:08.679 retail is one of them. Um you know, certainly travel 0:10:08.760 --> 0:10:14.640 hospitality is another that have really been hit in a 0:10:14.840 --> 0:10:18.680 in a severe way, while other industries, you know, tech 0:10:18.760 --> 0:10:23.080 for example, have not as a result of this of 0:10:23.160 --> 0:10:26.839 this pandemic. So you know, it's um. You know, it's 0:10:26.920 --> 0:10:31.120 quite different in the differential impact on the companies, and 0:10:31.160 --> 0:10:35.280 in some way it's a severity. Uh. This is something 0:10:35.320 --> 0:10:38.320 that affects everything. Every single person that you know that 0:10:38.440 --> 0:10:42.679 I know has been affected by this pandemic. Um. Whereas 0:10:42.720 --> 0:10:45.160 you know two thousand eight uh was you know, it 0:10:45.240 --> 0:10:47.280 was really more of a Wall Street event, you know, 0:10:47.360 --> 0:10:52.400 followed by recession. After all this enmity and legal name calling, 0:10:52.960 --> 0:10:55.920 is the deal still possible? Absolutely. One of the things 0:10:55.920 --> 0:10:59.079 that we observed in two thousands eight is n A 0:10:59.360 --> 0:11:02.720 s for Examp Apple were declared in cases weren't litigated, 0:11:02.760 --> 0:11:06.440 but the deals were recut, So you have price negotiations. 0:11:06.880 --> 0:11:10.319 I've been involved in two deals, one very public involving 0:11:10.600 --> 0:11:12.720 for Scout, where my client I've been with a couple 0:11:12.720 --> 0:11:15.880 of days away from trial and they reached the settlement 0:11:16.080 --> 0:11:20.120 that resulted in a very substantial reduction in the deal price. 0:11:20.240 --> 0:11:23.559 So people like to say there's always buyer at some price. 0:11:23.760 --> 0:11:27.280 So there could be resolution of this or any other 0:11:27.600 --> 0:11:30.480 deal case, you know, based on recut terms. Is there 0:11:30.480 --> 0:11:34.760 still a bad connotation to reneging on a deal or 0:11:34.800 --> 0:11:38.600 has COVID sort of erased that idea. I've had this 0:11:38.679 --> 0:11:42.360 conversation a lot, and I think this is a very 0:11:42.480 --> 0:11:46.600 different era. I really don't believe that there is a 0:11:46.720 --> 0:11:52.680 reputational hit, if you will, from people exercising their contract 0:11:52.760 --> 0:11:55.520 right in light of this pandemic. That's what they're there for. 0:11:55.840 --> 0:12:01.600 Thanks Andy. That's Andrew Rossman of Quinn Emmanuel. There's no 0:12:01.679 --> 0:12:04.800 doubt that City Group made a mistake, a nine hundred 0:12:04.840 --> 0:12:08.960 million dollar mistake, but unfortunately for the bank, the courts 0:12:09.000 --> 0:12:13.280 don't follow the schoolyard rule of finders keepers. City Group 0:12:13.320 --> 0:12:16.120 is the administrator on a loan to Revlon and paid 0:12:16.120 --> 0:12:18.840 out more than nine hundred million dollars of its own 0:12:18.920 --> 0:12:21.719 money to a group of lenders who were expecting an 0:12:21.760 --> 0:12:25.000 interest payment on behalf of Revlon. The bank says an 0:12:25.040 --> 0:12:28.160 employee error caused it to mistakenly pay out a some 0:12:28.600 --> 0:12:32.160 roughly one hundred times larger than the interest payment the 0:12:32.200 --> 0:12:35.120 creditors were expecting. One of the lenders has given the 0:12:35.160 --> 0:12:39.960 money back, but the others, including Brigade Capital Management, HPS 0:12:40.080 --> 0:12:44.800 Investment Partners and Symphony Asset Management, have not, saying the 0:12:44.800 --> 0:12:48.240 money should be regarded as payment for Revlon's debt. The 0:12:48.320 --> 0:12:52.160 bank has filed lawsuits against eleven creditors to recover the money. 0:12:52.640 --> 0:12:55.120 My guest is a nat Allen Beck, a professor at 0:12:55.160 --> 0:12:58.679 Case Western Reserve School of Law. As a general rule, 0:12:58.920 --> 0:13:02.320 people who misstay canly receive things they're not entitled to 0:13:03.000 --> 0:13:06.600 have to give them back. Why isn't that true here? Well, 0:13:06.600 --> 0:13:10.840 the issue here is more complicated than that because traditionally 0:13:10.840 --> 0:13:14.880 with undertustin Richmond, what happens is that one person is 0:13:14.880 --> 0:13:19.840 amative expense of another. But here the issue is there's 0:13:19.960 --> 0:13:23.160 already a debt, they have an agreement that they entered into. 0:13:23.400 --> 0:13:27.480 So it makes it more complicated than a traditional untrust 0:13:27.559 --> 0:13:31.199 in Richmond case because we do have a situation where 0:13:31.200 --> 0:13:33.920 we have a debtor and a creditor and they gave 0:13:34.120 --> 0:13:36.840 money to have one as alone, and they were supposed 0:13:36.880 --> 0:13:40.679 to get paid. The question is when city banks stand 0:13:40.679 --> 0:13:44.280 out the money by mistake and you're not supposed to 0:13:44.280 --> 0:13:46.880 get the principle and now we're only supposed to get 0:13:46.960 --> 0:13:49.880 the interests, and that's why there's unjust and Richmond. What 0:13:49.920 --> 0:13:51.960 you're trying to do is you're trying to get paid 0:13:52.000 --> 0:13:54.720 over the other creditors. There's other creditors here, right, there's 0:13:54.720 --> 0:13:57.520 a line of creditors, So all the creditors are trying 0:13:57.559 --> 0:14:00.640 to get paid. Why would you get paid before everybody else? 0:14:01.040 --> 0:14:03.400 What are some of the things that trial judge will 0:14:03.440 --> 0:14:07.320 be considering. So here I think the judge will have 0:14:07.600 --> 0:14:12.600 to use discretion and decide whether he's going to compel 0:14:13.360 --> 0:14:16.000 the other parties to return the money or not. And 0:14:16.200 --> 0:14:19.240 that depends on French or say the company. Is there 0:14:19.280 --> 0:14:23.960 a bankrupt superseding, is there a reorganization? What's happening? And 0:14:24.040 --> 0:14:26.360 what was the origement with cit banks? What was city 0:14:26.360 --> 0:14:29.760 banks supposed to do? What was citty banks responsibility here? 0:14:30.480 --> 0:14:33.760 What about the issue of whether the lenders knew the 0:14:33.760 --> 0:14:36.880 payment was a mistake. There seems to be some focus 0:14:36.920 --> 0:14:40.280 on that, Oh, definitely. One of the things is that, 0:14:40.760 --> 0:14:44.840 for example, let's say somebody accidentally transferred money to your 0:14:44.840 --> 0:14:47.600 bank account. I wanted to transfer money to my sister, 0:14:47.680 --> 0:14:51.320 and by accident I transferred money to your bank account. Okay, 0:14:51.360 --> 0:14:53.560 all of a sudden you have another ten thousand dollars. 0:14:53.600 --> 0:14:56.000 So the question is did you know that that money 0:14:56.080 --> 0:14:58.920 was a mistake? And if you didn't, and you already 0:14:59.000 --> 0:15:03.160 spend that money. What's my recourse against you of giving 0:15:03.200 --> 0:15:07.480 that money back? So here, that's why they ordered the 0:15:07.560 --> 0:15:10.800 parties that received the money not to use the money, 0:15:11.120 --> 0:15:13.320 so that they don't say, oh, well, we were supposed 0:15:13.320 --> 0:15:18.040 to get paid. We did that paid fully, and we 0:15:18.120 --> 0:15:21.080 didn't know it was a mistake and we spent the money. 0:15:21.120 --> 0:15:24.360 So here, clearly they know that this was a mistake, 0:15:24.600 --> 0:15:27.280 that they were not supposed to get such a large amount. 0:15:27.680 --> 0:15:31.360 But again, in situations like this, the judges have discretion. 0:15:31.600 --> 0:15:33.240 They're gonna look at the case and they're going to 0:15:33.360 --> 0:15:37.720 describe the creditors are asking the judge to allow them 0:15:37.720 --> 0:15:42.200 to present testimony from an expert in the corporate loan market. 0:15:42.240 --> 0:15:45.840 They said the expert would appine on how lenders in 0:15:45.880 --> 0:15:48.920 the market and their managers would respond to the receipt 0:15:48.920 --> 0:15:51.680 of wires such as those at issue in the case. 0:15:52.440 --> 0:15:55.680 What are they trying to do here? They're trying to 0:15:55.760 --> 0:15:58.480 show that for them to receive something like that might 0:15:58.520 --> 0:16:02.720 be customary under other constensus, to show that they are 0:16:02.800 --> 0:16:06.080 not acting in that space, that they shouldn't be perceived 0:16:06.120 --> 0:16:08.240 that way by wanting to keep the money because the 0:16:08.280 --> 0:16:10.600 money is owe to them. Because with your judgment, and 0:16:10.720 --> 0:16:13.840 they use is the reasonable person objectives, so that other 0:16:13.920 --> 0:16:20.120 institutions in their shoes, other reasonable people also assume that 0:16:20.200 --> 0:16:22.920 they're being paid for what they're owed. And what would 0:16:22.960 --> 0:16:25.560 they do in situations like this, And that's very important. 0:16:26.000 --> 0:16:29.000 How much advantage does it give the lenders that they 0:16:29.080 --> 0:16:32.960 have the money in hand, The fact that the creditors 0:16:33.000 --> 0:16:35.720 are now in possession of the money, that puts them 0:16:35.760 --> 0:16:39.200 in a powerful position because they can negotiate. They can 0:16:39.240 --> 0:16:41.400 say no, wait a minute, we're holding it, we're not 0:16:41.520 --> 0:16:43.760 giving it back, or how much are we're willing to 0:16:43.800 --> 0:16:46.440 give back if at all, So the other parties have 0:16:46.520 --> 0:16:49.680 to basically beg them for it. City Bank Revlon. They're 0:16:49.680 --> 0:16:54.080 trying to mitigate their mistakes now, even in situations where 0:16:54.400 --> 0:16:57.680 it wasn't the case where money was owed. In situations 0:16:57.760 --> 0:17:01.080 where there was just a purely clerical mistake, for example, 0:17:01.240 --> 0:17:04.840 all the parties view that an assistant or secretary by 0:17:04.880 --> 0:17:09.080 accident subtracted two zeros from a sum. Those cases can 0:17:09.119 --> 0:17:12.880 get litigated for years in court, and just the litigation 0:17:13.000 --> 0:17:16.119 costs should be an incentive for the party to settle, 0:17:16.320 --> 0:17:19.440 because litigation is expensive. The parties who hold the money 0:17:19.480 --> 0:17:22.440 know that, so again that's in their favor because they 0:17:22.480 --> 0:17:26.119 know that if this case gets litigated the bank's breason, 0:17:26.200 --> 0:17:29.119 they could be spending millions of dollars in litigation costs. 0:17:29.119 --> 0:17:31.880 So they're gonna want to reach an agreement as soon 0:17:31.920 --> 0:17:36.560 as possible against to mitigate their exposure, to mitigate their expenses, 0:17:36.600 --> 0:17:39.159 and to have closure on this issue. Thanks for being 0:17:39.200 --> 0:17:42.040 on Bloomberg Law. That's a Natt Alan Beck of Case 0:17:42.119 --> 0:17:45.760 Western Reserve Law School. I'm June Grasso. Thanks so much 0:17:45.800 --> 0:17:48.480 for listening, and please tune into the Bloomberg Law Show 0:17:48.520 --> 0:18:00.720 every weeknight at ten pm Eastern on Bloomberg Radio. The 0:18:00.880 --> 0:18:03.560 printing PTEN the Agent of the f