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

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Speaker 2: Jennifer Cumbley didn't pull the sugar a day, but she

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Speaker 2: is responsible for those deaths. Jennifer Crumbley is on trial

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Speaker 2: for the murders of four students in a shooting rampage

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Speaker 2: at a Michigan high school in November of twenty twenty one.

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Speaker 2: It was her fifteen year old son who pulled the trigger,

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Speaker 2: but prosecutors are trying to hold her responsible for what

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Speaker 2: they say as wilful negligence of her son's deteriorating mental

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Speaker 2: health and warning signs that he was contemplating violence. Here

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Speaker 2: is prosecutor Mark Quist.

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Speaker 1: This case is about.

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Speaker 2: It's about Jennifer Crumbley's willful disregard of the danger that

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Speaker 2: she knew of. But her defense attorney, Shannon Smith, says

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Speaker 2: Crumbly had no reason to believe her son Ethan was

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Speaker 2: a threat. The evidence the trial is going to show

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Speaker 2: you that Jennifer Crumley did the best she good as

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Speaker 2: a mother to a child who grew up into a

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Speaker 2: teenager and had no way to know what was going

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Speaker 2: to happen. Ethan Crumbley was sentenced to life in prison

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Speaker 2: in December after he pleaded guilty to murder, terrorism and

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Speaker 2: other crimes. Joining me is criminal defense attorney Richard Kaplan

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Speaker 2: of Caplin Marino. Parents have been charged for the criminal

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Speaker 2: acts of their children before. What makes this case novel?

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Speaker 1: Well, I just think it's the premise that you're charging

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Speaker 1: someone for a failure to ask. I mean, it's just

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Speaker 1: kind of rare in a criminal case that in action

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Speaker 1: is the basis of the crime. We just don't see

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Speaker 1: that very much. So, you know, what we have is,

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Speaker 1: you know, basically a circumstantial evidence case saying, hey, in hindsight,

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Speaker 1: we're looking back and say you should have known. And

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Speaker 1: I think it's kind of a slippery slope when you

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Speaker 1: start doing that, because you're holding people to a standard

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Speaker 1: and that really is hindsight. And so that that's kind

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Speaker 1: of in my mind where it gets dangerous. Now we

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Speaker 1: can look at all the factors here, and there are

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Speaker 1: quite a few, you know, I find so much of

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Speaker 1: what's going on in this case cuts both ways.

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Speaker 2: How do you mean it cuts both ways? Because the

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Speaker 2: prosecution has introduced a lot of evidence so far the

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Speaker 2: trial's not over yet, that the mother failed to heed

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Speaker 2: or do anything about these troubling warning signs that her

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Speaker 2: son had mental health issues.

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Speaker 1: Well, I was given that some thought, and you know,

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Speaker 1: there's such an issue in society today with mental health

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Speaker 1: and you know how vigilant we have to be, but

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Speaker 1: there's a strong segment of the society that just doesn't

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Speaker 1: understand mental health awareness. You know, they don't believe that

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Speaker 1: going to get therapy is something that they normally do.

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Speaker 1: And so you're now holding these people to a standard

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Speaker 1: that you know, in certain more rural areas, you know,

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Speaker 1: people just don't address it that way. And I think

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Speaker 1: at one point for the father had said, you know,

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Speaker 1: the son, you just got it tough en up. And

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Speaker 1: that's a lot of people believe that. And so again

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Speaker 1: that in and of itself kind of cuts both ways.

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Speaker 1: If she's ignorant on mental health, she's not really aware

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Speaker 1: of what can be done to help. You know, you're

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Speaker 1: criminalizing someone who's maybe just be ignorant.

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Speaker 2: But the prosecution seems to be piling up evidence. I

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Speaker 2: mean it's almost heartbreaking in a way. Sort of the

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Speaker 2: son's cries for help, including a text where he said

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Speaker 2: he was having hallucinations. Basically he was scared because demons

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Speaker 2: were throwing bowls. Can you text back? He asked his mother,

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Speaker 2: and his mother didn't.

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Speaker 1: Text back again. She's going to testify, my understanding, and

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Speaker 1: I don't know what her explanation is going to be,

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Speaker 1: you know, whether she was caught up at work at

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Speaker 1: the moment, whether she didn't know what to appropriately text back.

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Speaker 1: I mean, we've all got that text of some sort

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Speaker 1: or another where you look at it and you think,

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Speaker 1: I got to think about this. You know, this is

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Speaker 1: kind of strange. Texting is different than having a conversation.

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Speaker 1: You know, I think we can all acknowledge that, and

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Speaker 1: it may have been kind of like she didn't know

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Speaker 1: what to do. I think we're going to hear from her,

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Speaker 1: so that'll be very interesting.

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Speaker 2: Yeah, her attorney said she's going to take the stand,

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Speaker 2: and that's always risky here. There's a lot for the

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Speaker 2: prosecution to cross her on, and plus she has to

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Speaker 2: hold it together to a certain extent. And she was

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Speaker 2: sobbing audibly in the courtroom when the school surveillance video

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Speaker 2: was shown.

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Speaker 1: It's always a risk when your client takes a stand,

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Speaker 1: and you know this kind of case, does a jury

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Speaker 1: like her, does she come across as genuinely feeling terrible,

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Speaker 1: feeling bad seeing all this in hindsight, these warning signs,

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Speaker 1: and in a sense feeling guilty in the sense that

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Speaker 1: she should have done more. But you know, again there's

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Speaker 1: an ignorance to all this, and the jury believes that

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Speaker 1: she's being honest. You know that she just didn't see

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Speaker 1: it the way you see it. Now in hindsight, they

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Speaker 1: may acquit her. I think she really just needs to

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Speaker 1: be real. I mean, if they think there's crocodile tears,

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Speaker 1: then she's done again. If the jury likes her, she

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Speaker 1: got a chance.

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Speaker 2: The prosecution has built this case where they sort of

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Speaker 2: present different avenues for the jury defined culpability of the

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Speaker 2: mother and also the father when he's tried in March.

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Speaker 2: First there's what we were talking about, the parents ignoring

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Speaker 2: signs of his mental distress. And then they also have

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Speaker 2: evidence where their parents were directly confronted with facts that

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Speaker 2: sort of forecast the shooting. For example, there was a

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Speaker 2: school meeting and this is just hours before the shooting,

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Speaker 2: and the parents were called in to discuss Ethan's disturbing drawings,

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Speaker 2: which depicted a gun, the figure of a shooting victim,

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Speaker 2: and the words blood everywhere. And so they've had school

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Speaker 2: of officials testify about that and say, A, the parents

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Speaker 2: didn't say anything, but B they didn't take him out

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Speaker 2: of school.

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Speaker 1: Yes, and again we get that the school did not insist.

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Speaker 1: You kind of run into that again where I say

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Speaker 1: things cut both ways. I mean, the prosecution is putting

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Speaker 1: on their case and look, these are good points, and

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Speaker 1: I think they're building a strong circumstantial evidence case. But

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Speaker 1: at the same time, the school saw this and you know,

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Speaker 1: they gave them the option and instead of saying no,

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Speaker 1: he's out here until we figure out more. And so

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Speaker 1: you know, I think to some degree you're going to

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Speaker 1: see her lawyers kind of say, hey, the school didn't

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Speaker 1: know better. The school sees them every day. There could

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Speaker 1: have been some warning signs that went on at the

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Speaker 1: school too, and they failed to act in the same way. Again,

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Speaker 1: it's that kind of hindsight. Is twenty twenty and you

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Speaker 1: know the defense is set. You can't hold somebody responsible

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Speaker 1: for the unforseeable. I mean, no one imagines the unimaginable

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Speaker 1: that this is going to happen. You know, like I said,

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Speaker 1: everything cuts two ways.

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Speaker 2: In this The prosecutors are also presenting evidence of affirmative acts.

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Speaker 2: The parents took just four days before the shootings. The

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Speaker 2: father bought Ethan this semi automatic handgun used in the shootings,

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Speaker 2: and his mother took him for target practice. That strikes

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Speaker 2: me as the most incriminating evidence the prosecution has here.

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Speaker 1: Again, it's not a good fast for the mom or

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Speaker 1: for the dad that they went and did this, especially

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Speaker 1: with the warning signs. But the other side of it

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Speaker 1: is they purchased the gun legally. I think in that

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Speaker 1: area of Michigan, it's not uncommon that, you know, teenagers

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Speaker 1: learned to shoot with their families. They took him to

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Speaker 1: a shooting range, which is kind of a supervised area

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Speaker 1: to learn to shoot, so there was some responsibility. Now

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Speaker 1: again that cuts both ways. You understanding the dangers of

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Speaker 1: a gun, you're doing it the right way, you know,

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Speaker 1: so it cuts a little bit of both ways. Apparently,

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Speaker 1: I think they also purchased the lock box the gun,

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Speaker 1: So again that's the two way. You know, you're recognizing

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Speaker 1: the dangers of a weapon, and that's why you have

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Speaker 1: a block box. But then of course key knows the

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Speaker 1: code to the box, so it's tough. But I think

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Speaker 1: you know, it's four days before and with all the

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Speaker 1: warning signs. I think that's probably the strongest evidence against

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Speaker 1: her is, you know, taking him to the range.

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Speaker 2: The parents fled after the shooting, and the prosecution is

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Speaker 2: presenting that as consciousness of guilt. Will the defense says

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Speaker 2: they were going to come back for the arraignment. How

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Speaker 2: important is that because in a lot of cases, judges

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Speaker 2: will even instruct the jury that they can consider flight

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Speaker 2: as evidence of consciousness of guilt.

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Speaker 1: And that's certainly I think the instruction they may try

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Speaker 1: to get, or certainly the inference the prosecution wants to

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Speaker 1: make is playing is a consciousness of guilt. But then again,

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Speaker 1: you know, there's also a fear factor that they didn't

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Speaker 1: want to stay at their home where they thought, you know,

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Speaker 1: maybe one of these other parents are going to come

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Speaker 1: by and do something. I mean, we don't know what

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Speaker 1: she's going to say.

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Speaker 2: So now the defense is arguing several things You've mentioned

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Speaker 2: some of them, and she's also trying to pin the

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Speaker 2: blame on her husband. That's very convenient because he's not

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Speaker 2: in the courtroom and can't answer back, and also on

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Speaker 2: the school which you refer to, for failing to notify

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Speaker 2: her about her son's problematic behavior. How effective might that be.

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Speaker 1: On this one. There's a lot of factors. There's mom,

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Speaker 1: there's dad, there's the school, and any one of them

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Speaker 1: could have and should have done something. I think we

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Speaker 1: all agree in hindsight that's, of course. But you know

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Speaker 1: her side is, Look, husband didn't do anything. He's the

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Speaker 1: one who bought the gun. You know, school didn't do anything.

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Speaker 1: They see him every day, and there was problematic behavior,

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Speaker 1: and so now it's kind of like, hey, you're piling

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Speaker 1: on on me, and you know, I was just trying

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Speaker 1: to do the best I can at being the good mother.

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Speaker 1: And again when the unimaginable happens, you can't say, oh,

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Speaker 1: I should have known that was going to happen.

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Speaker 2: Do you think this case could set a precedent or

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Speaker 2: is it just relegated to the facts of this case.

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Speaker 1: These facts are fairly extreme. I think. You know, certainly

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Speaker 1: the prosecution's trying to send a message here, not only

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Speaker 1: to their local area, but it's the national news that

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Speaker 1: you know, parents can be held responsible. It gets to

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Speaker 1: the ages. You know, he was at sixteen seventeen, I

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Speaker 1: mean it's it's a much younger child, for example, then

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Speaker 1: you have a higher duty to keep the weapon safe

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Speaker 1: versus you know, a teenager. And again, in that environment,

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Speaker 1: probably many teenagers shoot with their families. I mean, I

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Speaker 1: think they would like to set a precedent that parents,

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Speaker 1: you better wake up and you know, keep an eye

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Speaker 1: on your kids, because yes, if your kid does something

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Speaker 1: like this, you can be held responsible.

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Speaker 2: Which side would you rather be on? Would you rather

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Speaker 2: be the prosecutor or the defense attorney in this case?

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Speaker 1: I've been a defense attorney for thirty five years. That's

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Speaker 1: what I know. And again, this is one right. You know,

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Speaker 1: in California, we have a jury instructure that says, in

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Speaker 1: a circumstantial evidence case, if there's two reasonable versions of

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Speaker 1: the evidence, you must go with the one that points

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Speaker 1: they're not guilty. Now Michigan doesn't have that particular instruction,

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Speaker 1: but that's kind of you know. What you want to

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Speaker 1: argue is, look, there's an innocent story here and then

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Speaker 1: there's a guilty story here. But if both have reasonableness

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Speaker 1: within them, then you have to go with not guilty.

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Speaker 2: We'll see how the defense presents its case. The prosecution

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Speaker 2: is expected to rest its case by Friday. Thanks for

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Speaker 2: joining me, Richard. That's Richard Kaplan of Kaplan Marino coming

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Speaker 2: up next on the Bloomberg Launch show. The judge called

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Speaker 2: Elon Musk's fifty five billion dollar pay package and unfathomable sum, historically,

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Speaker 2: unprecedented and incredible, and then she voided it, I'm June Grosso,

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Speaker 2: and this is Bloomberg. Elon Musk's fifty five billion dollar

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Speaker 2: pay package, the largest in US corporate history, is no more.

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Speaker 2: A Delaware judge has voided it after asking the question,

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Speaker 2: was the richest person in the world overpaid? And then

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Speaker 2: two hundred pages Lela answering yes he was, with a

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Speaker 2: lot of legal reasoning in between. In her opinion, Chance

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Speaker 2: Recort Chief Judge Kathleen McCormick compared the pay package to

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Speaker 2: a flawed car design, where Musk launched a self driving process,

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Speaker 2: recalibrating the speed and direction along the way as he

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Speaker 2: saw fit, and when that process arrived at an unfair price,

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Speaker 2: she granted the investor's requests for a recall. Joining me

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Speaker 2: is an expert in business law, Eric Talley, a professor

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Speaker 2: at Columbia Law School, so she didn't hold back on

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Speaker 2: her thoughts about his pay package, calling it an unfathomable

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Speaker 2: sum historically unprecedented and incredible. How much was about the

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Speaker 2: size of the package and how much about the process

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Speaker 2: that Musk and the board used to get there.

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Speaker 3: Well, I don't think this conversation gets started unless we're

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Speaker 3: talking about the size of the pay package, right, That's

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Speaker 3: what puts so much at stake here. But you're correct,

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Speaker 3: the opinion actually circulates around the process by which that

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Speaker 3: pay package was approved, eventually circling around to talk about

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Speaker 3: the size as well, kind of for reasons that are

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Speaker 3: necessary for you know, doctrinal purposes. And it's a long opinion.

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Speaker 3: It's a logically ordered and rather meticulous opinion, and one

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Speaker 3: can certainly understand why Chancellor McCormick decided that she wanted

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Speaker 3: to spend so much time and quite literally so much

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Speaker 3: ink on this because the attention that this case has

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Speaker 3: gotten and will get over the next weeks to months,

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Speaker 3: I think is considerable. And the question really is, like,

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Speaker 3: we're to situate a case that looks like such a

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Speaker 3: kind of bizarre black Swan case kind of within our

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Speaker 3: established pantheon of cases involving executive compensation and chansder McCormick

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Speaker 3: does a lot of work in the opinion to try

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Speaker 3: to do that to sort of say, Okay, here is

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Speaker 3: the law as it has been developed in Delaware around

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Speaker 3: these types of compensation contracts. And even though this was

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Speaker 3: a really big one, it doesn't mean it has different

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Speaker 3: rules that apply to it. And I'm going to go

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Speaker 3: ahead and go down that same template of rules, which

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Speaker 3: is not terribly surprising. But when the decisions at every

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Speaker 3: juncture have such large valuation swings, it can certainly be

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Speaker 3: fraught with drama. And we definitely have seen drama since

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Speaker 3: this case was decided and the opinion was released.

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Speaker 2: So explain her analysis of the process of getting to

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Speaker 2: the pay package and the board members being beholden to musk.

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Speaker 2: You know, there's no meaningful negotiation.

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Speaker 3: There are a couple of moving parts here, but weirdly enough,

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Speaker 3: there aren't that many moving parts here. The case itself

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Speaker 3: circulates within a fairly well known strand of Delaware cases

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Speaker 3: that deal with what happens when you have someone who's

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Speaker 3: getting into some sort of a deal. It could be

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Speaker 3: a compensation agreement, it could be something else that has

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Speaker 3: a material financial conflict of interest, right, and when you

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Speaker 3: are asking the company that you're a fiduciary of to

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Speaker 3: then pay you more. You know, that's one version of

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Speaker 3: a conflict of interest. Now, Delaware law, which Chancellor McCormick

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Speaker 3: is as expert, if not more expert than anyone else

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Speaker 3: in has different approaches depending on the type of person

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Speaker 3: who's the defendant. And probably the most intense scrutiny that

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Speaker 3: you can get is if you are someone who controls

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Speaker 3: the company that's making this decision, in this case, the

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Speaker 3: compensation decision for controllers, you're under a much much more

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Speaker 3: powerful microscope in terms of the facts of the case

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Speaker 3: and you know how they are evaluated by the judge

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Speaker 3: then you would be if you were maybe just some

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Speaker 3: random outside director who didn't have a big stake in

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Speaker 3: the company. So the first juncture that Chancellor McCormick had

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Speaker 3: to decide, and it's been in front of the Delaware

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Speaker 3: chancefer record three previous times, and each previous time her

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Speaker 3: predecessors have avoided having to say whether mister Musk is

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Speaker 3: a controller of Tesla. He finally gets to the point

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Speaker 3: to say, yes, he is a controller. I'm going to

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Speaker 3: have to make that decision myself. Even though we've been

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Speaker 3: able to skirt that decision in the past, it kind

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Speaker 3: of has to be made right now. And notwithstanding the

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Speaker 3: fact that mister Musk has only about twenty one to

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Speaker 3: twenty two percent ownership of Tesla, which is what he

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Speaker 3: had at the time, he still is someone that, for

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Speaker 3: purposes of this decision, was a controller. He still had

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Speaker 3: sort of outsized influence over the decision making apparatus inside

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Speaker 3: the board. And that's a pretty critical juncture. I think

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Speaker 3: a lot of people were sort of, you know, not

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Speaker 3: terribly surprised that Elon Musk would be held by a

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Speaker 3: court to kind of control what happens at Tesla. I

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Speaker 3: think you pull any random person off the street, they'll

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Speaker 3: probably say the same thing. But we had never actually

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Speaker 3: had a judicial opinion that said that. And when you're

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Speaker 3: under fifty percent ownership, it could cut either way. And

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Speaker 3: so that was in many ways like a big unanswered

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Speaker 3: question that had gone kind of frustratingly unanswered for a

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Speaker 3: long time.

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Speaker 2: It would probably be really surprising to the average person,

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Speaker 2: and that it was so hard for the Delaware courts

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Speaker 2: to say that out loud. So where does that leave

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Speaker 2: the judge in this analysis?

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Speaker 3: Then, once he's deemed to be a controller then absent

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Speaker 3: some way to fix it, he's under what is known

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Speaker 3: as the entire fairness standard of review, So that is

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Speaker 3: legal ease for you better be able to show that

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Speaker 3: both the process and the substance of this compensation package

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Speaker 3: didn't give the shaft to the company that it was

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Speaker 3: fair to the company. And that can be hard to

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Speaker 3: do because when you bear the burden of proving that unclear,

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Speaker 3: situations kind of get resolved against you, and so proving

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Speaker 3: entire fairness is something that defendants usually try to avoid,

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Speaker 3: and then that gives rise to kind of the last

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Speaker 3: big moving piece and the liability part of this is

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Speaker 3: is there any way that you can avoid having to

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Speaker 3: show the entire fairness of this particular package and maybe

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Speaker 3: push that burden back on the plaintiffs. And the answer

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Speaker 3: is yes, but only if you've somehow been able to

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Speaker 3: figure out how to get approval from totally disinterested board

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Speaker 3: members who say, yeah, we're not dominated or controlled by you,

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Speaker 3: but we think that this is fair, or by stockholders

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Speaker 3: who were willing to vote, not affiliated stockholders who are

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Speaker 3: willing to vote to approve it. And Tesla tried to

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Speaker 3: do both of those things. They did have a compensation committee,

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Speaker 3: but the compensation committee largely consisted of people that Chancellor

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Speaker 3: McCormick found to be basically completely beholden to mister Musk

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Speaker 3: and not really credible negotiators against him. And then when

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Speaker 3: they went out for a stockholder vote, they told the stockholders, oh,

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Speaker 3: there was this very very independent and rigorous process that

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Speaker 3: we went through and structuring this, when in fact she

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Speaker 3: found that that wasn't what they went through at all.

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Speaker 3: So those are kind of the main moving pieces in

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Speaker 3: the opinion. Over two hundred pages sort of takes you

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Speaker 3: through the decision tree that sort of gets us to

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Speaker 3: the point where mister Musk is gonna have to carry

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Speaker 3: a burden to show that a fifty six billion dollar

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Speaker 3: pay package is entirely fair, and she finds that he

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Speaker 3: failed to do that, and that's why the end of

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Speaker 3: the day, she finds that this was a breach of

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Speaker 3: fiduciary duties and ultimately his pay package is voided. It's

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Speaker 3: forth it.

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Speaker 2: So what were the facts that she really considered in

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Speaker 2: coming to this decision that Elon Musk was overpaid?

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Speaker 3: So once we get to this question of asking, hey,

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Speaker 3: is this a fair deal, they're two big ingredients to

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Speaker 3: keep in mind. First of all, the way that this

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Speaker 3: ended up getting set up. He's the guy that had

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Speaker 3: to prove it was fair. It wasn't. The other side

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Speaker 3: had to prove it was unfair. And then the second

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Speaker 3: thing is what goes into that assessment. It's sort of

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Speaker 3: a combination of what was the process that gave rise

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Speaker 3: to this pay package. Did it look like and kind

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Speaker 3: of walk like and smell like and sound like an

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Speaker 3: arm length to negotiation, or was there something a little

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Speaker 3: bit more sort of a you know, fade a complete

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Speaker 3: about it. And then the second part of it is just,

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Speaker 3: you know, compare the size of this package to what

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Speaker 3: would be sort of substantively what you'd expect to come

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Speaker 3: out of it. And on that process part, you know,

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Speaker 3: a bunch of the stuff that we've been talking about

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Speaker 3: the fact that Musk is very very close to many

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Speaker 3: of the of the board members, one of whom, even

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Speaker 3: when asked about his relationship with mister Musk, broke down

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Speaker 3: in tears and deposition because of his gratitude towards mister Musk,

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Speaker 3: which is, you know, touching on one level, but on

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Speaker 3: another level, that's not necessarily the type of person you

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Speaker 3: want guarding the gate of executive compensation. Against this charismatic,

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Speaker 3: and so the process stuff just didn't seem to be

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Speaker 3: there much at all. And then when it came to

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Speaker 3: trying to compare how fair his compensation package was to others,

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Speaker 3: this is literally a compensation package that has no comparison.

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Speaker 3: It's bigger than anything we've ever seen. It's, you know,

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Speaker 3: multitudes larger than the median ceo pay package. Other kind

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Speaker 3: of so called superstar CEOs like Jeff Bezos or Mark Zuckerberg,

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Speaker 3: they don't even take a salary. They just basically benefit

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Speaker 3: only to the extent that the stock goes up in value.

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Speaker 3: So when it came down to brass tacks, mister Musk's

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Speaker 3: case kind of got backed into this corner of having

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Speaker 3: to show that, you know, these numbers are fair, and

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Speaker 3: they made a good effort of it. They tried to say, well,

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Speaker 3: look at the time it was entered into in twenty eighteen,

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Speaker 3: you know, this was a highly incentivized contract and a

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Speaker 3: bunch of these hurdles they may never you know, get triggered.

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Speaker 3: And it was really really a highly speculative thing that

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Speaker 3: was going to pay off big but only if kind

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Speaker 3: of outsized promises came true. And the Chancellor wasn't buying that.

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Speaker 3: In fact, of the twelve different layers of this contract,

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Speaker 3: three of the first hurdles were almost certain to occur,

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Speaker 3: and they knew that at the time that they signed

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Speaker 3: the deal. So at the end of the day, she said,

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Speaker 3: there's just none enough here for me to conclude that

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Speaker 3: you have shown that a compensation package of this magnitude

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Speaker 3: is on his price terms fair, particularly compared to what

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Speaker 3: other people are now. And that was the end of

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Speaker 3: the show. I mean, it took two hundred pages to

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Speaker 3: get there, but that was the end of the show.

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Speaker 2: So he will probably appeal to the Delaware Supreme Court.

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Speaker 3: What are his chances on appeal, Well, you know, they're

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Speaker 3: not zero, and I think that there are a couple

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Speaker 3: of things that he can probably take up. I mean,

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Speaker 3: he's going to probably try to attack every one of

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Speaker 3: these junctures of her opinion, and you know, you can

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Speaker 3: sort of tell from the opinion that Chancellor McCormick is

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Speaker 3: aware of it, and that's why she's pretty meticulous at

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Speaker 3: each juncture. It's conceivable that he'll, you know, sort of

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Speaker 3: go after this question of whether he was a controller

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Speaker 3: or not. I don't really like his odds on that

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Speaker 3: that much, because this is a highly fact intensive inquiry

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Speaker 3: and most of this opinion is development of findings a fact.

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Speaker 3: Usually the trial court judges get a lot of difference

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Speaker 3: on that, and I expect that she's going to get

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Speaker 3: difference on it as well. Moreover, I think, you know,

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Speaker 3: like I said, like almost any layperson would think, yeah,

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Speaker 3: of course, mister Musk controls what happens at Tesla as

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Speaker 3: well as many other companies. So I don't think that

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Speaker 3: that is going to be as successful if he takes

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Speaker 3: it to the Delaware Supreme Court, which I'm sure he'll try.

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Speaker 1: Yep.

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Speaker 3: Maybe some of the other things may be a little

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Speaker 3: bit more successful. Possibly they can put some dents in

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Speaker 3: the conclusion that the pay package was unfair, that it

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Speaker 3: was so highly incentivized that you know, maybe this is

433
00:23:29,119 --> 00:23:32,640
Speaker 3: just hindsight bias. The fact that Tesla actually met all

434
00:23:32,680 --> 00:23:35,360
Speaker 3: these hurdles kind of looks obvious when you look backwards

435
00:23:35,400 --> 00:23:37,800
Speaker 3: in time, but it couldn't have been obvious looking forward

436
00:23:37,800 --> 00:23:39,800
Speaker 3: in time, and so there might be a little bit

437
00:23:39,840 --> 00:23:42,320
Speaker 3: that they can do there. I think where Musk's team

438
00:23:42,400 --> 00:23:46,040
Speaker 3: might have the most leverage here is to say, okay, well,

439
00:23:46,040 --> 00:23:50,560
Speaker 3: look if you're invalidating my contract saying I get nothing.

440
00:23:50,840 --> 00:23:53,240
Speaker 3: It's not the same as saying I didn't create value

441
00:23:53,240 --> 00:23:55,680
Speaker 3: for this company. It's just saying that the contract, you're

442
00:23:55,680 --> 00:23:58,040
Speaker 3: going to rescind it, and you can't use the contract.

443
00:23:58,200 --> 00:24:01,040
Speaker 3: But as a general matter, there's area of law called

444
00:24:01,119 --> 00:24:04,800
Speaker 3: restitution that basically says, you know, if you create something

445
00:24:05,040 --> 00:24:07,320
Speaker 3: of value for someone else and they know you're expecting

446
00:24:07,320 --> 00:24:10,400
Speaker 3: compensation for it, and there's no other mechanism to do it,

447
00:24:10,520 --> 00:24:13,000
Speaker 3: like in this case the contract got canceled, you can

448
00:24:13,200 --> 00:24:16,399
Speaker 3: you know, allege or even file a lawsuit saying I

449
00:24:16,520 --> 00:24:19,240
Speaker 3: want to claim restitution. And so that may be one

450
00:24:19,240 --> 00:24:21,440
Speaker 3: of the things that also goes up to the Supreme

451
00:24:21,480 --> 00:24:23,800
Speaker 3: Court saying, you know, should he get the chance to

452
00:24:23,880 --> 00:24:26,480
Speaker 3: try to prove what the fair value of what he

453
00:24:26,560 --> 00:24:29,359
Speaker 3: did do PROTESTA was if this contract was unfair, is

454
00:24:29,359 --> 00:24:31,560
Speaker 3: there a smaller number that would be fair? And then

455
00:24:31,600 --> 00:24:34,480
Speaker 3: he could at least get that chance. For McCormick actually

456
00:24:34,520 --> 00:24:37,320
Speaker 3: even takes on that question and opinion. At the very

457
00:24:37,359 --> 00:24:39,639
Speaker 3: end of the opinion, she says, look, in principle, I

458
00:24:39,680 --> 00:24:42,639
Speaker 3: could revert back to, like what's the fair value of

459
00:24:42,640 --> 00:24:45,120
Speaker 3: what he should have gotten? But the defenders never even

460
00:24:45,160 --> 00:24:47,960
Speaker 3: tried to present evidence about that. They were all in

461
00:24:48,200 --> 00:24:52,199
Speaker 3: on there's no liability, no liability, no liability, And therefore

462
00:24:52,240 --> 00:24:54,760
Speaker 3: they never really even made a case on what the

463
00:24:54,760 --> 00:24:58,760
Speaker 3: fair versus the unfair component of his compensation package was.

464
00:24:58,840 --> 00:25:01,480
Speaker 3: And you can kind of understand why they didn't, right Like,

465
00:25:01,520 --> 00:25:03,880
Speaker 3: if you're starting to do that as the defendant, it's

466
00:25:03,920 --> 00:25:06,840
Speaker 3: almost like you've given up on trying to show that,

467
00:25:06,920 --> 00:25:08,960
Speaker 3: you know, the whole thing was fair, and so they

468
00:25:09,000 --> 00:25:12,720
Speaker 3: shied away, probably for understandable reasons. And they might say, hey,

469
00:25:12,840 --> 00:25:14,560
Speaker 3: you know, Della or a Supreme court, you should at

470
00:25:14,680 --> 00:25:17,760
Speaker 3: least give us a chance to make that claim and

471
00:25:18,000 --> 00:25:21,600
Speaker 3: remand this for a more sort of fulsome analysis of

472
00:25:22,400 --> 00:25:25,439
Speaker 3: not only the recision part of the contract, but he

473
00:25:25,480 --> 00:25:28,520
Speaker 3: should get restitution for the benefits that he's conferred. And

474
00:25:28,640 --> 00:25:31,600
Speaker 3: that's a possibility. It would be changing the nature of

475
00:25:31,640 --> 00:25:34,439
Speaker 3: the remedy, and therefore the Supreme Court would have to

476
00:25:34,480 --> 00:25:37,240
Speaker 3: say that the trial court, the Chance McCormick, just she

477
00:25:37,359 --> 00:25:41,240
Speaker 3: fashioned her remedy in an incomplete way. There's a pretty

478
00:25:41,600 --> 00:25:44,800
Speaker 3: kerdel to do that as well, but at least it's

479
00:25:44,840 --> 00:25:48,159
Speaker 3: a possibility. There's one other angle here, June, which is

480
00:25:48,600 --> 00:25:52,399
Speaker 3: restitution is itself a lawsuit that you can file. So

481
00:25:52,720 --> 00:25:56,800
Speaker 3: there's also an outside chance that, independent of filing an appeal,

482
00:25:57,280 --> 00:26:02,320
Speaker 3: Elon Musk might turn around and sue for revolution. It

483
00:26:02,359 --> 00:26:05,560
Speaker 3: would probably land in front of Chancellor McCormick. And then

484
00:26:05,880 --> 00:26:08,520
Speaker 3: you know, the directors and the other you know, folks

485
00:26:08,920 --> 00:26:10,560
Speaker 3: in charge of Tesla that had been sitting on the

486
00:26:10,560 --> 00:26:13,360
Speaker 3: same side of the table with him during this litigation

487
00:26:13,720 --> 00:26:16,840
Speaker 3: are now adverse parties. And one could imagine that that

488
00:26:16,960 --> 00:26:19,840
Speaker 3: might be a strategy as well, one that the board

489
00:26:19,920 --> 00:26:22,480
Speaker 3: might decide later on that they're going to settle that

490
00:26:22,720 --> 00:26:25,520
Speaker 3: and settle it for I don't know, stock options valued

491
00:26:25,560 --> 00:26:27,960
Speaker 3: at say forty eight billion dollars or something like that.

492
00:26:28,040 --> 00:26:30,919
Speaker 3: You know, that decision itself might attract the lawsuits.

493
00:26:31,920 --> 00:26:35,320
Speaker 2: A Delaware judge has ruled that Elon Musk is not

494
00:26:35,560 --> 00:26:40,320
Speaker 2: entitled to the landmark compensation package awarded by Tesla's board

495
00:26:40,359 --> 00:26:44,440
Speaker 2: of directors, potentially worth more than fifty five billion dollars.

496
00:26:44,760 --> 00:26:48,399
Speaker 2: The shareholder lawsuit argued that the compensation package should be

497
00:26:48,480 --> 00:26:51,600
Speaker 2: voided because it was dictated by Musk and was the

498
00:26:51,640 --> 00:26:56,160
Speaker 2: product of sham negotiations with directors who were not independent

499
00:26:56,200 --> 00:26:59,960
Speaker 2: of him. We've discussed before that Musk has been press

500
00:27:00,080 --> 00:27:04,880
Speaker 2: shuring Tesla's board to arrange another massive stock award for him,

501
00:27:04,960 --> 00:27:09,040
Speaker 2: and now you have questions about the board's independent So

502
00:27:09,119 --> 00:27:12,480
Speaker 2: what happens do they negotiate a new pay package for him?

503
00:27:12,760 --> 00:27:14,639
Speaker 3: I mean, I think they have to at this stage,

504
00:27:14,640 --> 00:27:16,639
Speaker 3: they have to figure out, Okay, what's our package is

505
00:27:16,680 --> 00:27:20,119
Speaker 3: going to look like? Now going forward with the caveat

506
00:27:20,160 --> 00:27:22,160
Speaker 3: in mind that we're sitting on this two hundred page

507
00:27:22,160 --> 00:27:24,960
Speaker 3: opinion that said here's a model of how not to

508
00:27:25,040 --> 00:27:28,760
Speaker 3: do a pay package. Right, So so at this point

509
00:27:28,840 --> 00:27:31,879
Speaker 3: they're under even more scrutiny and more constraints than they

510
00:27:31,880 --> 00:27:35,359
Speaker 3: would have been before this opinion, and just a repeat

511
00:27:35,520 --> 00:27:40,159
Speaker 3: of the twenty eighteen executive compensation package is almost certain

512
00:27:40,240 --> 00:27:42,800
Speaker 3: to draw attention. So, you know, I think when they're

513
00:27:42,840 --> 00:27:45,840
Speaker 3: trying to figure out what is this next compensation package

514
00:27:45,920 --> 00:27:48,000
Speaker 3: going to look like? I think they want to be

515
00:27:48,119 --> 00:27:51,880
Speaker 3: sure that they have truly independent board members. There's been

516
00:27:51,920 --> 00:27:54,119
Speaker 3: some turnover on the board and I think, you know,

517
00:27:54,160 --> 00:27:55,960
Speaker 3: they may want to make sure that they've got that

518
00:27:56,080 --> 00:27:59,200
Speaker 3: in place, and that they also then also go out

519
00:27:59,240 --> 00:28:03,760
Speaker 3: to the stockholders to vote to approve that transaction that's

520
00:28:03,800 --> 00:28:07,160
Speaker 3: going to give them a lot more protection should this

521
00:28:07,400 --> 00:28:10,840
Speaker 3: new package ever get litigated. And you know, I think

522
00:28:10,880 --> 00:28:14,359
Speaker 3: on some level, the hindsight lesson here is that you know,

523
00:28:14,400 --> 00:28:17,840
Speaker 3: these burdens matter, and using the right kind of processes

524
00:28:17,880 --> 00:28:20,040
Speaker 3: can give you a lot of protection if you're a

525
00:28:20,119 --> 00:28:24,440
Speaker 3: potential defended in these cases, it seems like the processes

526
00:28:24,520 --> 00:28:27,440
Speaker 3: were treated, at least in the twenty eighteen pay package

527
00:28:27,840 --> 00:28:30,560
Speaker 3: in a little bit more of a cavalier way than

528
00:28:31,200 --> 00:28:33,720
Speaker 3: they would confront the same problem in twenty twenty four.

529
00:28:34,640 --> 00:28:38,320
Speaker 2: Do you think that this is a warning to other

530
00:28:38,880 --> 00:28:43,760
Speaker 2: companies and CEOs about how they negotiate their pay packages.

531
00:28:44,120 --> 00:28:46,120
Speaker 3: I think on some level it is. Pay packages have

532
00:28:46,240 --> 00:28:49,400
Speaker 3: always been a little bit strange because you know, the

533
00:28:49,440 --> 00:28:52,200
Speaker 3: companies and the boards and the executives have to set

534
00:28:52,240 --> 00:28:54,960
Speaker 3: the compensation of boards and executives, and so how do

535
00:28:55,000 --> 00:28:58,160
Speaker 3: you even do that in a way that runs, you know,

536
00:28:58,240 --> 00:29:01,240
Speaker 3: on the on the permissive side of of self interest.

537
00:29:01,320 --> 00:29:03,440
Speaker 3: I think, you know, every once in a while we

538
00:29:03,520 --> 00:29:06,560
Speaker 3: get a big compensation case in Delaware. This is about

539
00:29:06,560 --> 00:29:09,000
Speaker 3: as big as they get. The other thing that's going

540
00:29:09,040 --> 00:29:12,160
Speaker 3: to be kind of interesting here is for both compensation

541
00:29:12,280 --> 00:29:17,760
Speaker 3: cases and not what role did musks sort of charismatics

542
00:29:17,880 --> 00:29:22,480
Speaker 3: the chancell uses the term superstar ceo status have in

543
00:29:23,160 --> 00:29:25,680
Speaker 3: affecting the outcome of this case. And I think on

544
00:29:25,680 --> 00:29:29,480
Speaker 3: one level it clearly did that he was deemed to

545
00:29:29,560 --> 00:29:33,040
Speaker 3: be a controller of the company in large part because

546
00:29:33,440 --> 00:29:36,360
Speaker 3: he is such a sort of an iconic and charismatic

547
00:29:36,440 --> 00:29:38,880
Speaker 3: person that a bunch of stockholders and a bunch of

548
00:29:38,920 --> 00:29:41,920
Speaker 3: directors are just kind of like want to please him.

549
00:29:42,080 --> 00:29:45,840
Speaker 3: And that's the type of the situation that is more

550
00:29:46,000 --> 00:29:48,920
Speaker 3: likely to give rise, certainly after this case, to a

551
00:29:48,960 --> 00:29:52,240
Speaker 3: finding that, yeah, this is a controller and therefore under

552
00:29:52,280 --> 00:29:56,920
Speaker 3: this heightened degree of scrutiny under Delaware laws.

553
00:29:56,960 --> 00:29:57,240
Speaker 1: I don't know.

554
00:29:57,280 --> 00:29:59,120
Speaker 3: I guess you could be a little bit cynical about

555
00:29:59,120 --> 00:30:02,280
Speaker 3: it and say this is like charisma tax on CEOs

556
00:30:02,320 --> 00:30:05,600
Speaker 3: who you know, have that added element that might cause

557
00:30:05,640 --> 00:30:09,400
Speaker 3: them to be, you know, particularly persuasive when they want

558
00:30:09,400 --> 00:30:11,840
Speaker 3: shareholders on the board to do something for them, as

559
00:30:11,840 --> 00:30:15,040
Speaker 3: opposed to the more sort of workaday, boring CEOs who

560
00:30:15,080 --> 00:30:16,800
Speaker 3: don't end up getting leveled.

561
00:30:16,840 --> 00:30:20,560
Speaker 2: The Charismatacks Delaware, as you know, the corporate home to

562
00:30:20,840 --> 00:30:25,040
Speaker 2: almost seventy percent of the fortune five hundred companies. Shortly

563
00:30:25,080 --> 00:30:29,760
Speaker 2: after the judge voided his pay package, Musk posted, never

564
00:30:29,920 --> 00:30:33,480
Speaker 2: incorporate your company in the state of Delaware. Do you

565
00:30:33,480 --> 00:30:36,560
Speaker 2: think this will have any ramifications for Delaware as a

566
00:30:36,600 --> 00:30:37,240
Speaker 2: corporate home.

567
00:30:38,040 --> 00:30:40,680
Speaker 3: Yeah, we'll see. If you're asking whether w'ere I'm betting

568
00:30:40,680 --> 00:30:43,880
Speaker 3: my money, June, I would not be rushing the exits

569
00:30:43,920 --> 00:30:46,880
Speaker 3: on Delaware for a whole bunch of different reasons. It's conceivable,

570
00:30:46,920 --> 00:30:51,080
Speaker 3: by the way, that Tesla itself might decide to reincorporate

571
00:30:51,120 --> 00:30:54,880
Speaker 3: in Nevada or maybe Texas. Nevada is kind of well

572
00:30:54,920 --> 00:30:59,640
Speaker 3: known as a place where the protective cloak for you know,

573
00:30:59,720 --> 00:31:02,880
Speaker 3: C directors is a little bit thicker than it is

574
00:31:03,040 --> 00:31:05,640
Speaker 3: in Delaware, though it's plenty of thick already in Delaware.

575
00:31:05,960 --> 00:31:09,280
Speaker 3: It didn't survive this on slot. So it's conceivable that

576
00:31:09,280 --> 00:31:12,880
Speaker 3: that Tesla itself might incorporate a decision that could attract

577
00:31:12,960 --> 00:31:16,680
Speaker 3: a lawsuit of its own. Are they reincorporating for selfish

578
00:31:16,760 --> 00:31:19,560
Speaker 3: reasons or for the good of the company. But Delaware

579
00:31:19,800 --> 00:31:23,160
Speaker 3: is not just kind of popular as you noted it is.

580
00:31:23,280 --> 00:31:27,120
Speaker 3: It is the place of incorporation for over two thirds

581
00:31:27,120 --> 00:31:31,320
Speaker 3: of the Fortune five hundred most companies incorporated in Delaware.

582
00:31:31,360 --> 00:31:33,840
Speaker 3: There's reason for it is that this is like kind

583
00:31:33,880 --> 00:31:37,880
Speaker 3: of the one state court system that has a completely

584
00:31:38,000 --> 00:31:41,240
Speaker 3: separate set of courts that are experts in business law,

585
00:31:41,560 --> 00:31:44,200
Speaker 3: that are well known experts in business law, that have

586
00:31:44,360 --> 00:31:48,800
Speaker 3: consistent jurisprudence. It isn't like you're playing judicial roulette like

587
00:31:48,840 --> 00:31:51,160
Speaker 3: you would with a state court judge in another area.

588
00:31:51,160 --> 00:31:54,920
Speaker 3: And that's large part because Delaware has maintained this specific

589
00:31:55,320 --> 00:31:59,280
Speaker 3: set of judges that have expertise mainly in corporate law

590
00:31:59,320 --> 00:32:02,120
Speaker 3: and business law sorts of settings. That's generally not going

591
00:32:02,120 --> 00:32:03,840
Speaker 3: to be the case. You go out into a random

592
00:32:03,840 --> 00:32:07,000
Speaker 3: California civil court in which the judge is, you know,

593
00:32:07,120 --> 00:32:09,520
Speaker 3: balancing all kinds of different things, You're not going to

594
00:32:09,600 --> 00:32:12,680
Speaker 3: have the same sort of consistency. And so I think

595
00:32:12,760 --> 00:32:15,760
Speaker 3: that's a hard thing to compete on, and to do it,

596
00:32:15,840 --> 00:32:18,600
Speaker 3: you actually have to have the right personnel in place.

597
00:32:19,200 --> 00:32:22,480
Speaker 3: And I'd also add to it that most lawyers out there,

598
00:32:23,080 --> 00:32:26,160
Speaker 3: including just about every student I've ever taught, in corporate law,

599
00:32:26,560 --> 00:32:28,400
Speaker 3: they'll get a little bit of New York corporate law,

600
00:32:28,400 --> 00:32:30,440
Speaker 3: they'll get a little bit of California corporate law, but

601
00:32:30,480 --> 00:32:33,040
Speaker 3: they will get a lot of Delaware corporate law. So

602
00:32:33,320 --> 00:32:35,520
Speaker 3: most of the practicing corporate lawyers, and I would have

603
00:32:35,600 --> 00:32:39,440
Speaker 3: venture to say bankers out there, they're highly familiar with

604
00:32:39,560 --> 00:32:43,000
Speaker 3: the landmarks and Delaware corporate law. And once you're asking

605
00:32:43,040 --> 00:32:45,080
Speaker 3: people to, you know, hand over a lot of money

606
00:32:45,080 --> 00:32:47,440
Speaker 3: to you, and you don't really know how to that

607
00:32:47,720 --> 00:32:49,760
Speaker 3: law works or how it will work because it's not

608
00:32:49,840 --> 00:32:53,720
Speaker 3: as developed or Texas law. That's asking those investors to

609
00:32:53,760 --> 00:32:55,960
Speaker 3: take a little bit of a Roulette wheel spin and

610
00:32:56,000 --> 00:32:58,280
Speaker 3: that may be not the best way to raise money.

611
00:32:58,320 --> 00:33:01,200
Speaker 3: So maybe maybe we're going to see some action on

612
00:33:01,240 --> 00:33:05,080
Speaker 3: the incorporation market, but I'm not so sure that when

613
00:33:05,360 --> 00:33:08,280
Speaker 3: mister Musk looks behind him to see the parade of

614
00:33:08,320 --> 00:33:11,880
Speaker 3: other companies reincorporating out of Delaware, that line is going

615
00:33:11,960 --> 00:33:13,040
Speaker 3: to be all that long.

616
00:33:13,520 --> 00:33:17,080
Speaker 2: What is it that Nevada the law offers more protections

617
00:33:17,120 --> 00:33:21,080
Speaker 2: against investor suits? Is that what the attraction is?

618
00:33:21,480 --> 00:33:24,000
Speaker 3: Correct? One of the things that Nevada kind of advertises

619
00:33:24,080 --> 00:33:29,000
Speaker 3: itself as doing is as as creating more protections for

620
00:33:29,160 --> 00:33:33,000
Speaker 3: corporate fiduciars like officers and directors, CEOs and things like that,

621
00:33:33,520 --> 00:33:37,800
Speaker 3: and actually allowing the waiver of many of those types

622
00:33:37,840 --> 00:33:40,760
Speaker 3: of liabilities in a way that are not generally allowed

623
00:33:41,120 --> 00:33:45,120
Speaker 3: in other states, including Delaware. So the idea and you know,

624
00:33:45,240 --> 00:33:49,000
Speaker 3: and Nevada has for years kind of advertised come incorporated

625
00:33:49,080 --> 00:33:52,760
Speaker 3: Nevada and you'll never get sued type of type of advertisements.

626
00:33:53,000 --> 00:33:56,920
Speaker 3: And so so that that can look attractive to a

627
00:33:56,960 --> 00:34:00,000
Speaker 3: corporate fiduciary, particularly one licking his wounds at a big

628
00:34:00,320 --> 00:34:03,520
Speaker 3: you know, multi billion dollar out you know, swing in

629
00:34:03,600 --> 00:34:07,160
Speaker 3: an outcome. But I'll also say that if you are

630
00:34:07,240 --> 00:34:11,279
Speaker 3: someone who's trying to raise money from investors and saying, yeah,

631
00:34:11,280 --> 00:34:12,840
Speaker 3: you should just give me a lot of your money,

632
00:34:12,880 --> 00:34:14,640
Speaker 3: because I'm going to incorporate in a state in which

633
00:34:14,640 --> 00:34:18,200
Speaker 3: you never consume me for say, pilfering that money or

634
00:34:18,200 --> 00:34:21,239
Speaker 3: misusing that money, it may be harder to raise that

635
00:34:21,280 --> 00:34:23,800
Speaker 3: capital to begin with. So there's this kind of interesting

636
00:34:23,880 --> 00:34:28,239
Speaker 3: trade off that the most lax area or the most

637
00:34:28,320 --> 00:34:34,839
Speaker 3: lax jurisdiction for liability may not necessarily attract the investment

638
00:34:34,880 --> 00:34:37,680
Speaker 3: dollars because the people that are basically sort of forking

639
00:34:37,760 --> 00:34:40,400
Speaker 3: over their harder and cash, you want to make sure

640
00:34:40,400 --> 00:34:43,080
Speaker 3: that you're also going to be held to account on

641
00:34:43,239 --> 00:34:46,600
Speaker 3: real standards as opposed to you know, vaporware that disappears

642
00:34:46,640 --> 00:34:47,920
Speaker 3: as soon as you have a complaint.

643
00:34:48,160 --> 00:34:52,759
Speaker 2: And Eric, one last question on the Musk case. Was

644
00:34:52,760 --> 00:34:55,880
Speaker 2: there any sort of middle ground the judge could have taken?

645
00:34:56,560 --> 00:34:59,600
Speaker 3: You know, in some ways, the litigation strategy kind of

646
00:34:59,640 --> 00:35:02,600
Speaker 3: forced this thing to be, you know, either a massive

647
00:35:02,600 --> 00:35:05,080
Speaker 3: win for the plaintiffs or a massive win for the defendants.

648
00:35:05,080 --> 00:35:08,520
Speaker 3: It was really hard to conjure up a solomonic middle

649
00:35:08,560 --> 00:35:11,040
Speaker 3: ground outcome the way that the case was sort of

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Speaker 3: presented to Chancellor McCormick. And so now, you know, I

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Speaker 3: can see that mister maccatt maybe even the plants attorneys

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Speaker 3: are going to sort of realize, Okay, look, there's going

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Speaker 3: to be a lot more fighting downstream. Maybe we can

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Speaker 3: figure out some solomonic way to take this opinion and

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Speaker 3: turn it into an outcome that everyone can live with.

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Speaker 3: But that's going to take some doing from both sides

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Speaker 3: if that's going to happen.

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Speaker 2: Well, this decision was certainly a long time coming, but

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Speaker 2: well worth talking about. Thanks so much. Eric. That's Professor

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Speaker 2: Eric Talley of Columbia Law School, And that's it for

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Speaker 2: this edition of the Bloomberg Law Podcast. Remember you can

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Speaker 2: always get the latest legal news by subscribing and listening

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Speaker 2: to the show on Apple Podcasts, Spotify and at bloomberg

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Speaker 2: dot com, slash podcast, slash Law. I'm June Grosso and

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Speaker 2: this is Bloomberg