This is Bloomberg Law with June Brusso from Bloomberg Radio.

This is Bloomberg Law with June Brusso from Bloomberg Radio.

For a second time, a judge has voided the multi billion dollar pay package awarded by Tesla to Elon Musk in twenty eighteen. The stock options package would be the highest pay package ever for a US corporate executive, worth fifty six billion dollars when Delaware Chancery Court Judge Kathleen McCormick first canceled it in January, and worth one hundred one point five billion when she voided it a second time on Monday. The judge ruled that Tesla's board was improperly influenced by Musk and capitulated to his terms when it adopted the billionaire's plan in twenty eighteen. But not to worry. Even without those billions, Musk is still the wealthiest person in the world. In fact, his wealth hidden all time high last month. Joining me is business law professor Eric Tally of Columbia Law School. Eric, this is the second time she rejected the pay package as excessive. Explain how we got here?

For a second time, a judge has voided the multi billion dollar pay package awarded by Tesla to Elon Musk in twenty eighteen. The stock options package would be the highest pay package ever for a US corporate executive, worth fifty six billion dollars when Delaware Chancery Court Judge Kathleen McCormick first canceled it in January, and worth one hundred one point five billion when she voided it a second time on Monday. The judge ruled that Tesla's board was improperly influenced by Musk and capitulated to his terms when it adopted the billionaire's plan in twenty eighteen. But not to worry. Even without those billions, Musk is still the wealthiest person in the world. In fact, his wealth hidden all time high last month. Joining me is business law professor Eric Tally of Columbia Law School. Eric, this is the second time she rejected the pay package as excessive. Explain how we got here?

Well, Remember, in January twenty twenty four, Chancellor McCormick issued a ruling on the merits after a full blown trial that basically said the twenty eighteen grant of the compensation package to mister Musk was invalid because it breached various types of fiduciary duties and it was not cured by an informed shareholder vote, and at that moment the Chancellor said, this means that the pay package is boyd. However, the case wasn't done yet, because at the end of any of these cases, sometimes they settle, sometimes they make it to a final adjudication on the merits. The lawyers for the plaintiff have to make a fee pedition because most of the time litigation in these areas is not kind of the standard private party litigation, but you actually have to get up an approved feel from the court and that makes it kind of like class action litigation. It's effectively a type of a contingency fee, but it's all up to the court. And so that was the one thing remaining to have happened, and it typically doesn't happen at the same time. So while Chancellor McCormick was waiting for briefing on how much of a fee the lawyers for the plaintiffs should get, that's when Tesla decided that they were going to put the same compensation package up for a revote, which they'd ended up doing in June, just weeks before the hearings on the the allocation was supposed to be conducted, and stockholders in those June meetings voted overwhelmingly both to move the company to Texas and to ratify or re ratify the pay package. So this threw kind of an interesting, you know, kind of wrench in the works with respect to the one thing that was left to have happened, which is a few award, Because now Tesla was saying, hey, this new stockholder vote indicates that, you know, there really wasn't any benefit to this outcome, and in fact, you should revisit the prior holding in the light of the fact that our stockholders have just chimed in again and said, you know, seventy two percent said we we approve it. So that ended up making this more complicated and pushed the release of this opinion into the Monday after Thanksgiving. I'm just going to guess that Chancellor McCormick did not have a leisurely and fundal places giving weekend.

Well, Remember, in January twenty twenty four, Chancellor McCormick issued a ruling on the merits after a full blown trial that basically said the twenty eighteen grant of the compensation package to mister Musk was invalid because it breached various types of fiduciary duties and it was not cured by an informed shareholder vote, and at that moment the Chancellor said, this means that the pay package is boyd. However, the case wasn't done yet, because at the end of any of these cases, sometimes they settle, sometimes they make it to a final adjudication on the merits. The lawyers for the plaintiff have to make a fee pedition because most of the time litigation in these areas is not kind of the standard private party litigation, but you actually have to get up an approved feel from the court and that makes it kind of like class action litigation. It's effectively a type of a contingency fee, but it's all up to the court. And so that was the one thing remaining to have happened, and it typically doesn't happen at the same time. So while Chancellor McCormick was waiting for briefing on how much of a fee the lawyers for the plaintiffs should get, that's when Tesla decided that they were going to put the same compensation package up for a revote, which they'd ended up doing in June, just weeks before the hearings on the the allocation was supposed to be conducted, and stockholders in those June meetings voted overwhelmingly both to move the company to Texas and to ratify or re ratify the pay package. So this threw kind of an interesting, you know, kind of wrench in the works with respect to the one thing that was left to have happened, which is a few award, Because now Tesla was saying, hey, this new stockholder vote indicates that, you know, there really wasn't any benefit to this outcome, and in fact, you should revisit the prior holding in the light of the fact that our stockholders have just chimed in again and said, you know, seventy two percent said we we approve it. So that ended up making this more complicated and pushed the release of this opinion into the Monday after Thanksgiving. I'm just going to guess that Chancellor McCormick did not have a leisurely and fundal places giving weekend.

Did she revisit her whole opinion from before, or did she just look at the question of whether the second shareholder vote gave grounds for her to reassess her earlier ruling.

Did she revisit her whole opinion from before, or did she just look at the question of whether the second shareholder vote gave grounds for her to reassess her earlier ruling.

Yeah, her opinion that she released the most recently. The second opinion kind of did two things. First of all, it had to take on this question about whether this new shareholder vote was going to have any bearing on her original opinion, and if it didn't, didn't have any bearing on the nature and the amount of compensation that she was going to give to the plaintiffs attorneys. And in both cases she basically pushed back on the motions that Tesla had filed, saying, no, this does not cause me to go back and revise my January opinion. In fact, that cow has long been out of the barn, and as of the time it was issued, this fact didn't even exist. So it's not like, oh, we're finding out new information that really should have been part of the original case. This is a response to the original case, and therefore it doesn't affect that outcome.

Yeah, her opinion that she released the most recently. The second opinion kind of did two things. First of all, it had to take on this question about whether this new shareholder vote was going to have any bearing on her original opinion, and if it didn't, didn't have any bearing on the nature and the amount of compensation that she was going to give to the plaintiffs attorneys. And in both cases she basically pushed back on the motions that Tesla had filed, saying, no, this does not cause me to go back and revise my January opinion. In fact, that cow has long been out of the barn, and as of the time it was issued, this fact didn't even exist. So it's not like, oh, we're finding out new information that really should have been part of the original case. This is a response to the original case, and therefore it doesn't affect that outcome.

Now.

Now.

The second thing that she also did, she said, you know, the stockholder vote itself doesn't somehow vitiate the idea that when the plaintiffs brought this case and won it, that they created value for the stockholders and for the company by basically causing what would have been a very large chunk of the company's value to be paid out to Elon Musk. So the first part of the opinion, she basically says that stockholder vote is not going to have an effect on how I decided the original opinion or whether I think the outcome created a benefit to stockholders. And then the second part of the opinion she had to turn to the task which was all along the original task that she was going to have to take on, which is how much to compensate the attorneys for you know what was really kind of an outright win at the trial court level that resulted in, you know, essentially a clawing back or a failure to let go of I guess, you know, just around fifty billion dollars worth of options that we're going to go in the direction of mister Musk.

The second thing that she also did, she said, you know, the stockholder vote itself doesn't somehow vitiate the idea that when the plaintiffs brought this case and won it, that they created value for the stockholders and for the company by basically causing what would have been a very large chunk of the company's value to be paid out to Elon Musk. So the first part of the opinion, she basically says that stockholder vote is not going to have an effect on how I decided the original opinion or whether I think the outcome created a benefit to stockholders. And then the second part of the opinion she had to turn to the task which was all along the original task that she was going to have to take on, which is how much to compensate the attorneys for you know what was really kind of an outright win at the trial court level that resulted in, you know, essentially a clawing back or a failure to let go of I guess, you know, just around fifty billion dollars worth of options that we're going to go in the direction of mister Musk.

The plaintiff's lawyers wanted billions of dollars. As I recall, how did the judge make that determination?

The plaintiff's lawyers wanted billions of dollars. As I recall, how did the judge make that determination?

That was itself kind of an interesting dance off because in Delaware there's there's traditionally this this approach to saying okay, look we've got to figure out what is fair compensation to lawyers, and there are kind of two ways to do it. One way is just to figure out, okay, what's a good hourly fee for lawyers, and then just figure out how many hours they worked and give them the multiplication or the product of those two things. And that's what's known as a load storm approach. And Delaware has long resisted that, I think in part because they don't want to create incentives to just work like crazy on very very low value lawsuits and say, well, here's our hourly rate and we've got a success. You know, we won a dollar and fifty cents, and we should get you know, our full hourly fees to do it. So what Delaware has largely opted for is what's known as a percentage of the benefit approach, you know, and it's a monetary payment, it would be a percentage of that. In this case, it was a cancelation of an options package worth around fifty billion dollars at least it has measured at the time of the litigation. And so that's kind of where, you know, as clear as she was going to have to head. But the problem is that this was such a large magnitude event, right, the avoiding of around a fifty billion dollar pay package. That when you kind of plug that into the usual and customary formulas for how much should plane's attorney get, it was going to yield something, you know, probably around eighteen to twenty billion dollars for the plaintiffs because they saw it all the way through to the very end, and that's when you get the most attractive type of compensation. So even the plane's attorneys realized that that probably was not going to have legs and was going to get beat back. So they kind of did a little bit of sort of self flagellation of their own to try to you know, beat that number down into something that was at least a little closer to what we've seen historically, which has never been in the billions of dollars. And they came up with a figure of about five and a half billion dollars that was still huge, in an order of ninety tude more than we'd seen in any other case in Delaware. And that's even after you know, sort of tying their hands behind their back, you know, tying bean bags to their legs, and you know, kind of weighing themselves down, and they still only got it down to about five billion dollars, and obviously Tesla was resisting that heavily. They tried to argue that the stockholder boat in the summer was further evidence that there wasn't any value from the cancelation, and the court pushed back on that, but it then sort of gave rise to this hard dilemma about whether you go with that five billion dollars, and Chanceer McCormick sort of post holes in the plaintiffs attorney's theory about how to get there, because you know, she said, look, they're clearly trying to get themselves to a smaller number that's more palatable, but the way that they're getting there just seems kind of arbitrary. But then the defendants, from from their perspective, Tesla was offering some other approaches that seemed a little bit ad hoc to Chancellor McCormick as well. And so at the end what she had decided to do is she ended up kind of doing something interesting. She said, Look, what I'm going to do is I'm going to base only for the attorney compensation part. I'm going to base that on what as of the date of the grant of the options back in twenty eighteen, kind of the best estimates at that period of time are going to yield, which is sort of in the low two billions, like two point three billion dollars. And then she said, and then I'm going to apply kind of the low end of the standard percentages as you get from that, which is fifteen percent, and that out landed her on a number of three hundred and forty five million dollars. Now, the way that she got there, you know, even other parts of her opinions that you shouldn't be reaching back to the grant date to figure out stuff. But it turns out that if you did that and got that number and took fifteen percent of it and got three hundred and forty five million dollars, that puts you in the ballpark of some of the larger fee awards that have been on the books. It's within spitting distance of a bunch of them. So the number at least under the finger and the wind approach kind of looks closer than what either the plaintive attorneys or the defendant attorneys were offering up as alternatives.

That was itself kind of an interesting dance off because in Delaware there's there's traditionally this this approach to saying okay, look we've got to figure out what is fair compensation to lawyers, and there are kind of two ways to do it. One way is just to figure out, okay, what's a good hourly fee for lawyers, and then just figure out how many hours they worked and give them the multiplication or the product of those two things. And that's what's known as a load storm approach. And Delaware has long resisted that, I think in part because they don't want to create incentives to just work like crazy on very very low value lawsuits and say, well, here's our hourly rate and we've got a success. You know, we won a dollar and fifty cents, and we should get you know, our full hourly fees to do it. So what Delaware has largely opted for is what's known as a percentage of the benefit approach, you know, and it's a monetary payment, it would be a percentage of that. In this case, it was a cancelation of an options package worth around fifty billion dollars at least it has measured at the time of the litigation. And so that's kind of where, you know, as clear as she was going to have to head. But the problem is that this was such a large magnitude event, right, the avoiding of around a fifty billion dollar pay package. That when you kind of plug that into the usual and customary formulas for how much should plane's attorney get, it was going to yield something, you know, probably around eighteen to twenty billion dollars for the plaintiffs because they saw it all the way through to the very end, and that's when you get the most attractive type of compensation. So even the plane's attorneys realized that that probably was not going to have legs and was going to get beat back. So they kind of did a little bit of sort of self flagellation of their own to try to you know, beat that number down into something that was at least a little closer to what we've seen historically, which has never been in the billions of dollars. And they came up with a figure of about five and a half billion dollars that was still huge, in an order of ninety tude more than we'd seen in any other case in Delaware. And that's even after you know, sort of tying their hands behind their back, you know, tying bean bags to their legs, and you know, kind of weighing themselves down, and they still only got it down to about five billion dollars, and obviously Tesla was resisting that heavily. They tried to argue that the stockholder boat in the summer was further evidence that there wasn't any value from the cancelation, and the court pushed back on that, but it then sort of gave rise to this hard dilemma about whether you go with that five billion dollars, and Chanceer McCormick sort of post holes in the plaintiffs attorney's theory about how to get there, because you know, she said, look, they're clearly trying to get themselves to a smaller number that's more palatable, but the way that they're getting there just seems kind of arbitrary. But then the defendants, from from their perspective, Tesla was offering some other approaches that seemed a little bit ad hoc to Chancellor McCormick as well. And so at the end what she had decided to do is she ended up kind of doing something interesting. She said, Look, what I'm going to do is I'm going to base only for the attorney compensation part. I'm going to base that on what as of the date of the grant of the options back in twenty eighteen, kind of the best estimates at that period of time are going to yield, which is sort of in the low two billions, like two point three billion dollars. And then she said, and then I'm going to apply kind of the low end of the standard percentages as you get from that, which is fifteen percent, and that out landed her on a number of three hundred and forty five million dollars. Now, the way that she got there, you know, even other parts of her opinions that you shouldn't be reaching back to the grant date to figure out stuff. But it turns out that if you did that and got that number and took fifteen percent of it and got three hundred and forty five million dollars, that puts you in the ballpark of some of the larger fee awards that have been on the books. It's within spitting distance of a bunch of them. So the number at least under the finger and the wind approach kind of looks closer than what either the plaintive attorneys or the defendant attorneys were offering up as alternatives.

So let me ask you this about her decision as a whole. Was she saying that no matter what the second vote was, no matter how it was conducted, that it wouldn't change her opinion, or was she saying that there was a problem with the second vote, that shareholders were given misleading information. I mean, which was it?

So let me ask you this about her decision as a whole. Was she saying that no matter what the second vote was, no matter how it was conducted, that it wouldn't change her opinion, or was she saying that there was a problem with the second vote, that shareholders were given misleading information. I mean, which was it?

As much as I disliked this statement, June, it's yes.

As much as I disliked this statement, June, it's yes.

And so.

And so.

There was a part of her opinion that said, look, the idea that even if this was a fully you know, sort of coherent and solid stockholder vote, the idea that you would put this forward after we've had a full adjudication on the merits just doesn't make sense from the standpoint of Delaware law, first of all, or really no procedural precedents for you know, putting the toothpaste back in the tube with later occurring facts like a later shareholder's vote, And the only sort of situations where that has actually happened that you can find in Delaware law often relate to facts that existed at the time of trial, but somehow they didn't make it into the record, and maybe there was some kind of a defect in discovery or someone's withholding facts or something like that. And so there are some precedents that will essentially say, Okay, we're going to revisit the holding because we learned something later on. But it's always been something that you could have known at the time of trial, and this is something that didn't occur until five months at least after the opinion came out. The other thing is that this idea of a stockholder vote basically helping to fix a fiduciary duty issue. That's what's known amongst lawyers as an affirmative defense, and what that means is planets are going to come forward with whatever claim they're going to have, and then you can bring this forward to basically say, yeah, that might have happened, but we got this stockholder vote and that should either protect us or in some cases immunize us from having to bear liability. And therefore it's kind of an interesting thing with an affirmative defense. It's up to the defendants to put forward that defense at the time of trial, and you've got to do it in a timely way, and historically, if you don't raise it at the time of trial, can't raise it later on. And so she said, look, this is something that didn't even happen at the time or before trial. It happened five months after trial. You obviously didn't and couldn't raise it at the time, and now you're doing this thing and raising it five months later. But it wasn't part of your defense of the trial itself, and therefore it doesn't really count. And then the last reason why, she sort of said, look, you know, independent of whether it was a misleading or not, the best a stockholder vote can do in this case, because remember her original opinion found that mister Musk was a controlling stockholder. It turns out, under Delaware law, stockholder approval of some transaction with a controlling stockholder doesn't get you completely out of the woods of sort of the most intensive standard of review, it's sometimes known as the entire fairness doctrine. It helps you a little bit, it'll flip a burden in that case, but it's not going to basically be caused to dismiss the action. So based on just kind of pretty standard approaches under what's known as the ratification doctrine, none of these things really worked. And then adding on top of it, she said, look, in this new vote in June, there were problems with that as well. Right, the original vote back in twenty eighteen, she said didn't count because there were not adequate disclosures to the stockholders. Well, she went through this new set of disclosures, this new set of proxy materials from the spring of twenty twenty four and said that the way that the vote was being characterized to stockholders was just just inaccurate. That it would fix or it would cure or it would remedy the prior finding of a breach of the duciary duty. And it doesn't under Delaware law right as I said earlier, it only flips the burden. If anything, I mean, it may not have any effect at all. So you know, she basically used the first part of that section to say this has no effect, and then when you made a disclosure to stockholders saying this would have complete effect, you were actually materially misstating law. So she ends up also saying that the proxy materials themselves were also inaccurate and misleading.

There was a part of her opinion that said, look, the idea that even if this was a fully you know, sort of coherent and solid stockholder vote, the idea that you would put this forward after we've had a full adjudication on the merits just doesn't make sense from the standpoint of Delaware law, first of all, or really no procedural precedents for you know, putting the toothpaste back in the tube with later occurring facts like a later shareholder's vote, And the only sort of situations where that has actually happened that you can find in Delaware law often relate to facts that existed at the time of trial, but somehow they didn't make it into the record, and maybe there was some kind of a defect in discovery or someone's withholding facts or something like that. And so there are some precedents that will essentially say, Okay, we're going to revisit the holding because we learned something later on. But it's always been something that you could have known at the time of trial, and this is something that didn't occur until five months at least after the opinion came out. The other thing is that this idea of a stockholder vote basically helping to fix a fiduciary duty issue. That's what's known amongst lawyers as an affirmative defense, and what that means is planets are going to come forward with whatever claim they're going to have, and then you can bring this forward to basically say, yeah, that might have happened, but we got this stockholder vote and that should either protect us or in some cases immunize us from having to bear liability. And therefore it's kind of an interesting thing with an affirmative defense. It's up to the defendants to put forward that defense at the time of trial, and you've got to do it in a timely way, and historically, if you don't raise it at the time of trial, can't raise it later on. And so she said, look, this is something that didn't even happen at the time or before trial. It happened five months after trial. You obviously didn't and couldn't raise it at the time, and now you're doing this thing and raising it five months later. But it wasn't part of your defense of the trial itself, and therefore it doesn't really count. And then the last reason why, she sort of said, look, you know, independent of whether it was a misleading or not, the best a stockholder vote can do in this case, because remember her original opinion found that mister Musk was a controlling stockholder. It turns out, under Delaware law, stockholder approval of some transaction with a controlling stockholder doesn't get you completely out of the woods of sort of the most intensive standard of review, it's sometimes known as the entire fairness doctrine. It helps you a little bit, it'll flip a burden in that case, but it's not going to basically be caused to dismiss the action. So based on just kind of pretty standard approaches under what's known as the ratification doctrine, none of these things really worked. And then adding on top of it, she said, look, in this new vote in June, there were problems with that as well. Right, the original vote back in twenty eighteen, she said didn't count because there were not adequate disclosures to the stockholders. Well, she went through this new set of disclosures, this new set of proxy materials from the spring of twenty twenty four and said that the way that the vote was being characterized to stockholders was just just inaccurate. That it would fix or it would cure or it would remedy the prior finding of a breach of the duciary duty. And it doesn't under Delaware law right as I said earlier, it only flips the burden. If anything, I mean, it may not have any effect at all. So you know, she basically used the first part of that section to say this has no effect, and then when you made a disclosure to stockholders saying this would have complete effect, you were actually materially misstating law. So she ends up also saying that the proxy materials themselves were also inaccurate and misleading.

Coming up next, but will Elon Musk get his pay package anyway? This is bloomberg. For the second time, a Delaware Chancery Court judge has voided the multi billion dollar pay package awarded by Tesla to Elon Musk. I've been talking to Columbia Law School professor Eric Tally. Tesla's board says it will appeal the ruling to the Delaware Supreme Court. Do you think her decision will stand up on appeal?

Coming up next, but will Elon Musk get his pay package anyway? This is bloomberg. For the second time, a Delaware Chancery Court judge has voided the multi billion dollar pay package awarded by Tesla to Elon Musk. I've been talking to Columbia Law School professor Eric Tally. Tesla's board says it will appeal the ruling to the Delaware Supreme Court. Do you think her decision will stand up on appeal?

Well, it's an interesting thing. Look everything about Chancellor McCormick's original decision, you can justify it, right, it's on reasonably solid ground. Yeah, a lot of people been talking about this case, and you know, there's definitely room for disagreement on some of the issues in that January twenty twenty four liability opinion. But you know, the factual findings that she made are going to be very hard for the Supreme Court to unseat. So it's really a question about whether she adequately described the law or whether the Delaware spreing Court decides they want to change the precedent on the occasion of this case. I think in terms of kind of you know, articulating Delaware law, for the most part, she kind of stuck the landing in this January twenty twenty four opinion. There's new stuff in the newest opinion, and particularly you know the question of whether the stockholder vote has any effect and would cause a judge under Delaware law to have to go back and revisit the liability finding. And so there's a possibility that the Dellar Spreme Court could reverse some component of the original There's probably two or three places where I would expect to push on that original holding, and then they might push once again on this question of whether a later occurring stockholder vote can somehow kind of you know, get us back to the future as it were, and be treated as a contemporaneous stockholder vote. Their possibility, quite frankly, is that Tesla, now that it's a Texas company, they just submit to the stockholders a proposal that, out of gratitude, we should give mister Musks formally voided compensation award back and have yet a third vote. To the extent that that gets challenged, it would have to be challenged. In Texas. We don't know an awful lot about the brand new Texas business courts, but one thing that's been true about the courts is they've been courting Elon Musk, and so it may well be that he's got a more friendly venue and that will be allowed to go through. And you know, quite frankly, even under Delaware law, I think it's arguably the case that if they put this in front of the stockholders as a brand new package as opposed to an attempt to fix a previously invalidated package, they're not going to be putting toothpaste back in the tube. It's just a brand new transaction. If they did it right, even under Delaware law. My sense is that they probably could manage to make it enforceable.

Well, it's an interesting thing. Look everything about Chancellor McCormick's original decision, you can justify it, right, it's on reasonably solid ground. Yeah, a lot of people been talking about this case, and you know, there's definitely room for disagreement on some of the issues in that January twenty twenty four liability opinion. But you know, the factual findings that she made are going to be very hard for the Supreme Court to unseat. So it's really a question about whether she adequately described the law or whether the Delaware spreing Court decides they want to change the precedent on the occasion of this case. I think in terms of kind of you know, articulating Delaware law, for the most part, she kind of stuck the landing in this January twenty twenty four opinion. There's new stuff in the newest opinion, and particularly you know the question of whether the stockholder vote has any effect and would cause a judge under Delaware law to have to go back and revisit the liability finding. And so there's a possibility that the Dellar Spreme Court could reverse some component of the original There's probably two or three places where I would expect to push on that original holding, and then they might push once again on this question of whether a later occurring stockholder vote can somehow kind of you know, get us back to the future as it were, and be treated as a contemporaneous stockholder vote. Their possibility, quite frankly, is that Tesla, now that it's a Texas company, they just submit to the stockholders a proposal that, out of gratitude, we should give mister Musks formally voided compensation award back and have yet a third vote. To the extent that that gets challenged, it would have to be challenged. In Texas. We don't know an awful lot about the brand new Texas business courts, but one thing that's been true about the courts is they've been courting Elon Musk, and so it may well be that he's got a more friendly venue and that will be allowed to go through. And you know, quite frankly, even under Delaware law, I think it's arguably the case that if they put this in front of the stockholders as a brand new package as opposed to an attempt to fix a previously invalidated package, they're not going to be putting toothpaste back in the tube. It's just a brand new transaction. If they did it right, even under Delaware law. My sense is that they probably could manage to make it enforceable.

That sounds easier, So why appeal. Then?

That sounds easier, So why appeal. Then?

The two downsides I guess from Tesla's and mister m perspective is that the tax treatment won't be the same. Right when you award an options package at the time of the original grant, the tax treatment of it and the valuation of it, it's going to be much lower in terms of its valuation. When you do it after it's realized all of the benefit, it's going to be a much larger tax hit. And the other thing is that if they decided to do that, then that would leave alone the attorney the award, which in this case is you know, almost three and fifty million dollars. That's a big award. It's not as nearly as big as the planets had asked for, so you know, It could be that the test the board just asides, all right, maybe will appeal this. It depends on how much we just don't want the attorneys to be receiving anything in this case, in which case they may continue to fight back.

The two downsides I guess from Tesla's and mister m perspective is that the tax treatment won't be the same. Right when you award an options package at the time of the original grant, the tax treatment of it and the valuation of it, it's going to be much lower in terms of its valuation. When you do it after it's realized all of the benefit, it's going to be a much larger tax hit. And the other thing is that if they decided to do that, then that would leave alone the attorney the award, which in this case is you know, almost three and fifty million dollars. That's a big award. It's not as nearly as big as the planets had asked for, so you know, It could be that the test the board just asides, all right, maybe will appeal this. It depends on how much we just don't want the attorneys to be receiving anything in this case, in which case they may continue to fight back.

Do you have any doubt that the board is going to get Musk the pay package he wants one way or another.

Do you have any doubt that the board is going to get Musk the pay package he wants one way or another.

It seems given the nature of the vote in the summer that that it's likely they're going to be able to get it, whether they do it as a new transaction or to try to go back and you know, and appeal. The issue of whether a retroactive vote after an invalidated grant can somehow reach back and fix the infirmities at the beginning, I think that latter course, and you know, it's conceivable the Delaware Supreme Court might go in that direction. But it does seem to me that at least on that issue, Chancellor McCormick has a decent amount of precedent and kind of logic on her side that, you know, like litigation would basically just never end if every time you've got an adverse judgment, you could just have yet another stockholder vote, And if that was problematic, then have another stockholder vote on that. It's kind of like, I guess, it's not turtles all the way down, it's stockholder votes all the way down. So I think she makes a pretty powerful point in the opinion that this would not be the best way to design a system of adjudication. But you know, they proposed this as a brand new package. I can see putting that together in ways that are fully informed and make it completely enforceable. And like I said, it wouldn't even now be under Delaware law. If it or a brand new paypack is it would be granted pursuing to the laws of the state in which Tesla is currently incorporated, which is Texas, outside of.

It seems given the nature of the vote in the summer that that it's likely they're going to be able to get it, whether they do it as a new transaction or to try to go back and you know, and appeal. The issue of whether a retroactive vote after an invalidated grant can somehow reach back and fix the infirmities at the beginning, I think that latter course, and you know, it's conceivable the Delaware Supreme Court might go in that direction. But it does seem to me that at least on that issue, Chancellor McCormick has a decent amount of precedent and kind of logic on her side that, you know, like litigation would basically just never end if every time you've got an adverse judgment, you could just have yet another stockholder vote, And if that was problematic, then have another stockholder vote on that. It's kind of like, I guess, it's not turtles all the way down, it's stockholder votes all the way down. So I think she makes a pretty powerful point in the opinion that this would not be the best way to design a system of adjudication. But you know, they proposed this as a brand new package. I can see putting that together in ways that are fully informed and make it completely enforceable. And like I said, it wouldn't even now be under Delaware law. If it or a brand new paypack is it would be granted pursuing to the laws of the state in which Tesla is currently incorporated, which is Texas, outside of.

Musk I know that you know Texas is putting on a push with these business courts. Do you see a lot of companies changing their incorporation to Texas from Delaware?

Musk I know that you know Texas is putting on a push with these business courts. Do you see a lot of companies changing their incorporation to Texas from Delaware?

Well, certainly there's a lot of kind of puffer fishing about it, right, sort of saying, look, we're going to leave Delaware. It's an odd situation, however, because one of the things that is tough about this case, this specific case, is that you got the CEO of the company who is clearly an iconoclastic and well known and in many ways quite idiosyncratic person who you know, was you know, basically sort of saying, look, I'm just going to bargain with myself and the usual rules of Delaware law shouldn't apply to me, and Chancellor McCormick kind of applied the usual rules of Delaware law to him, and you know, arguably that maybe even more than arguably that precipitated their departure from Delaware. If you were to take a different CEO who was in it is exceptional and quite as idiosyncratic as Elon Musk. There actually may be some value to having some of the some of the strings that Delaware attaches to things like compensation packages or other conflicted sorts of transactions, because almost all these more lesser light CEOs and boards are going to have to be going out and getting investments from people, and they're going to have to be talking people into parting with their money and investing it in this company. And to the extent that those prospective investors are you know, looking into their magic eight ball and saying, well, look, in the future, you know, Delaware law actually does impose some requirements on you that may make them more willing to invest and lock up their money for an extended period of time because of those strings. And so, you know, there is a sense that if Delaware were trying to kind of get it right, so to speak, it's not going to get it right for every company, but it may make a lot of sense to try to get it right for most of the companies that it has, you know, over one hundred years of you know, effectively adjudicating their claims. There's you know, kind of a reason Delaware became the dominant locus for incorporations because of the predictability of their judges and the expertise of their judges. And I'm not aware of any state that at least yet can claim either of those. It takes a long time to build up enough precedent to be predictable, and the expertise is a very hard thing to come by as well. And the location of Delaware kind of situated right between New York and DC and Philly, kind of makes it a reasonably good hub for that type of locational setting for judges. So I don't know how much flight we're going to see out of Delaware based on the merits loan you add to it June. The fact that, look, I've been at this gig for almost three decades, and I've been teaching corporate law.

Well, certainly there's a lot of kind of puffer fishing about it, right, sort of saying, look, we're going to leave Delaware. It's an odd situation, however, because one of the things that is tough about this case, this specific case, is that you got the CEO of the company who is clearly an iconoclastic and well known and in many ways quite idiosyncratic person who you know, was you know, basically sort of saying, look, I'm just going to bargain with myself and the usual rules of Delaware law shouldn't apply to me, and Chancellor McCormick kind of applied the usual rules of Delaware law to him, and you know, arguably that maybe even more than arguably that precipitated their departure from Delaware. If you were to take a different CEO who was in it is exceptional and quite as idiosyncratic as Elon Musk. There actually may be some value to having some of the some of the strings that Delaware attaches to things like compensation packages or other conflicted sorts of transactions, because almost all these more lesser light CEOs and boards are going to have to be going out and getting investments from people, and they're going to have to be talking people into parting with their money and investing it in this company. And to the extent that those prospective investors are you know, looking into their magic eight ball and saying, well, look, in the future, you know, Delaware law actually does impose some requirements on you that may make them more willing to invest and lock up their money for an extended period of time because of those strings. And so, you know, there is a sense that if Delaware were trying to kind of get it right, so to speak, it's not going to get it right for every company, but it may make a lot of sense to try to get it right for most of the companies that it has, you know, over one hundred years of you know, effectively adjudicating their claims. There's you know, kind of a reason Delaware became the dominant locus for incorporations because of the predictability of their judges and the expertise of their judges. And I'm not aware of any state that at least yet can claim either of those. It takes a long time to build up enough precedent to be predictable, and the expertise is a very hard thing to come by as well. And the location of Delaware kind of situated right between New York and DC and Philly, kind of makes it a reasonably good hub for that type of locational setting for judges. So I don't know how much flight we're going to see out of Delaware based on the merits loan you add to it June. The fact that, look, I've been at this gig for almost three decades, and I've been teaching corporate law.

The entire time.

The entire time.

I pretty much have taught tens of thousands of students corporate law under the Delaware model. And that's that's just me, right, and that's probably true of just about every other corporate law professor in the country. So there are legions, there are armies of lawyers out there that are trained by one of us who know Delaware law really really well, may know a little bit of another state's law, and that's about it. And so just the you know, the almost like the network effects right of Delaware being kind of a focal point, I think you're going to make it difficult to break that juggernaut. And you know, when it gets to the point where you've gone beyond just kind of doing the sort of pufferfish you know, threats, there will be some companies that will leave. Some of them may quietly come back to the state when they realize it's harder to raise capital in their new and not terribly predictable jurisdiction. And you know, my guess is we'll probably see some experimentation with that over the next few years.

I pretty much have taught tens of thousands of students corporate law under the Delaware model. And that's that's just me, right, and that's probably true of just about every other corporate law professor in the country. So there are legions, there are armies of lawyers out there that are trained by one of us who know Delaware law really really well, may know a little bit of another state's law, and that's about it. And so just the you know, the almost like the network effects right of Delaware being kind of a focal point, I think you're going to make it difficult to break that juggernaut. And you know, when it gets to the point where you've gone beyond just kind of doing the sort of pufferfish you know, threats, there will be some companies that will leave. Some of them may quietly come back to the state when they realize it's harder to raise capital in their new and not terribly predictable jurisdiction. And you know, my guess is we'll probably see some experimentation with that over the next few years.

Also the body of law that Delaware has, as well as the expertise of the judges. I mean, Texas's business courts are basically just like a startup at this point.

Also the body of law that Delaware has, as well as the expertise of the judges. I mean, Texas's business courts are basically just like a startup at this point.

You know, another thing that for a long time been kind of a small table topic is this question of, you know, whether corporate law should become more of a federal issue than a state issue. Right, should the sec or the FTC or something like that play more of a role in federalizing corporate law. Now, mister Musk has episodically been in favor of that, but of course to do that, you're going to have dramatically increase the bloat of the federal government, and he's simultaneously trying to decrease the blow to the federal government. I don't know which one wins that pedal war. My guess is state law is going to continue to be pretty much the center of massive most corporate law unlessen until a company is publicly traded, and then it's kind of a you know, both federal securities law and state corporate law kind of share the burden of regulating various types of governance.

You know, another thing that for a long time been kind of a small table topic is this question of, you know, whether corporate law should become more of a federal issue than a state issue. Right, should the sec or the FTC or something like that play more of a role in federalizing corporate law. Now, mister Musk has episodically been in favor of that, but of course to do that, you're going to have dramatically increase the bloat of the federal government, and he's simultaneously trying to decrease the blow to the federal government. I don't know which one wins that pedal war. My guess is state law is going to continue to be pretty much the center of massive most corporate law unlessen until a company is publicly traded, and then it's kind of a you know, both federal securities law and state corporate law kind of share the burden of regulating various types of governance.

I'm betting on corporate law not being federalized. Of course I've been wrong before. Thanks so much, Eric, That Professor Eric Tally of Columbia Laws coming up next on the Bloomberg Law Show. Federal prosecutors have brought a two hundred fifty million dollar bribery case against Gautamadani, but first they have to extradite him from India, and they are illegal and political hurdles to that. I'm June Grosso and you're listening to Bloomberg. Gautam Adani, one of the world's richest people and India's most powerful businessman, has been charged by Brooklyn federal prosecutors with helping to drive a two hundred and fifty million dollar bribery scheme. Prosecutors alleged that Adanie and seven other defendants promised to pay more than two hundred fifty million dollars in bribes to Indian government officials to win solar energy contracts and conceal the plan as they try to raise money from US investors. But right now the main question is whether prosecutors can get a Doni into a Brooklyn courtroom to face the charges, and the answer is uncertain, involving legal and diplomatic hurdles in the extradition process. Joining me is Bloomberg Legal reporter David Voriakis. David tell us a little about a Donnie.

I'm betting on corporate law not being federalized. Of course I've been wrong before. Thanks so much, Eric, That Professor Eric Tally of Columbia Laws coming up next on the Bloomberg Law Show. Federal prosecutors have brought a two hundred fifty million dollar bribery case against Gautamadani, but first they have to extradite him from India, and they are illegal and political hurdles to that. I'm June Grosso and you're listening to Bloomberg. Gautam Adani, one of the world's richest people and India's most powerful businessman, has been charged by Brooklyn federal prosecutors with helping to drive a two hundred and fifty million dollar bribery scheme. Prosecutors alleged that Adanie and seven other defendants promised to pay more than two hundred fifty million dollars in bribes to Indian government officials to win solar energy contracts and conceal the plan as they try to raise money from US investors. But right now the main question is whether prosecutors can get a Doni into a Brooklyn courtroom to face the charges, and the answer is uncertain, involving legal and diplomatic hurdles in the extradition process. Joining me is Bloomberg Legal reporter David Voriakis. David tell us a little about a Donnie.

A Donnie is Asia's second richest man and has created this enormous conglomerate that took a hit in January twenty twenty three when short seller Edinburgh Research published a report that alleged fraud and corporate governance issues in his conglomerate, and the company had largely rebounded from that before this indictment by federal prosecutors in Brooklyn.

A Donnie is Asia's second richest man and has created this enormous conglomerate that took a hit in January twenty twenty three when short seller Edinburgh Research published a report that alleged fraud and corporate governance issues in his conglomerate, and the company had largely rebounded from that before this indictment by federal prosecutors in Brooklyn.

So tell us what he's charged with.

So tell us what he's charged with.

He is accused of joining a bribery plot. He is actually charged with a couple of fraud counts, but not a violation of the US Foreign Corrupt Practice is Act. He's charged with securities fraud and conspiracy to commit securities fraud and conspiracy to commit wire frauds. The prosecutors alleged that he met with a government official in India to advance this fride scheme, in which prosecutors alleged that people around A Donnie paid more than two hundred and fifty million too officials in India to help A Donnie Green with its solar energy project. And they also alleged that A. Donnie and others to frauded US investors by not telling them the full story about the bribery plot and the company's anti corruption efforts.

He is accused of joining a bribery plot. He is actually charged with a couple of fraud counts, but not a violation of the US Foreign Corrupt Practice is Act. He's charged with securities fraud and conspiracy to commit securities fraud and conspiracy to commit wire frauds. The prosecutors alleged that he met with a government official in India to advance this fride scheme, in which prosecutors alleged that people around A Donnie paid more than two hundred and fifty million too officials in India to help A Donnie Green with its solar energy project. And they also alleged that A. Donnie and others to frauded US investors by not telling them the full story about the bribery plot and the company's anti corruption efforts.

So how many are charged altogether?

So how many are charged altogether?

The total of eight people who are charged, none of them are in the United States. This now sets up the process of whether they will be extradited to the United States to face charges in federal court in Brooklyn.

The total of eight people who are charged, none of them are in the United States. This now sets up the process of whether they will be extradited to the United States to face charges in federal court in Brooklyn.

Can you explain what the Foreign Corrupt Practices Act is and do we know why he was in charge with that?

Can you explain what the Foreign Corrupt Practices Act is and do we know why he was in charge with that?

The Foreign Corrupt Practices Act, which is enforced by the Justice Department and the Securities in Exchange Commission, bans the payment of money or anything of value to foreign officials to obtain or retain business or gain an improper advantage. The prosecutors say that it applies in this case because of Donnie Green raised money in the US to support as solar energy project that gives it a nexus in the United States. It's not clear why Donnie was not charged as others were in the case with violating the Foreign Corrupt Practices Act, but prosecutors do say that he supported the bribery scheme tell us.

The Foreign Corrupt Practices Act, which is enforced by the Justice Department and the Securities in Exchange Commission, bans the payment of money or anything of value to foreign officials to obtain or retain business or gain an improper advantage. The prosecutors say that it applies in this case because of Donnie Green raised money in the US to support as solar energy project that gives it a nexus in the United States. It's not clear why Donnie was not charged as others were in the case with violating the Foreign Corrupt Practices Act, but prosecutors do say that he supported the bribery scheme tell us.

About extradition and whether the US has a treaty in place with India.

About extradition and whether the US has a treaty in place with India.

Tradition is the legal process by which one country ass another to surrender a person for prosecution or to service sentence after conviction. The US needs to have a treaty in place with the country they're seeking extraditions from. They have a treaty with India, and they sign that treaty in nineteen ninety seven. And so what will happen now is that the US will make its requests to India, and the Indian government will deal with that request and decide how to proceed under its own law. And one of the factors is whether the crimes that are charged match up with Indian law, so that there are comparable crimes under Indian law. And then there's also certain political considerations that will come into play, and it could be that the Trump administes, which is of course coming into place in late January, may decide that this is not in the US interest, to speak, extraditions of one of the most powerful businessmen in Asia, and so they may decide to drop the request back.

Tradition is the legal process by which one country ass another to surrender a person for prosecution or to service sentence after conviction. The US needs to have a treaty in place with the country they're seeking extraditions from. They have a treaty with India, and they sign that treaty in nineteen ninety seven. And so what will happen now is that the US will make its requests to India, and the Indian government will deal with that request and decide how to proceed under its own law. And one of the factors is whether the crimes that are charged match up with Indian law, so that there are comparable crimes under Indian law. And then there's also certain political considerations that will come into play, and it could be that the Trump administes, which is of course coming into place in late January, may decide that this is not in the US interest, to speak, extraditions of one of the most powerful businessmen in Asia, and so they may decide to drop the request back.

To the magistrate for a moment, he's going to be looking at also the strength of the prosecution's case, but who makes a final call.

To the magistrate for a moment, he's going to be looking at also the strength of the prosecution's case, but who makes a final call.

The final call is ultimately up to the Indian government. But the magistrate is going to review the case and see whether it's subject to the Indian Extradition Act this case, and so that's a process that's going to take some time, and then there will be some potentially diplomatic wrangling to determine whether ultimately a Donnie should be extradited to the US.

The final call is ultimately up to the Indian government. But the magistrate is going to review the case and see whether it's subject to the Indian Extradition Act this case, and so that's a process that's going to take some time, and then there will be some potentially diplomatic wrangling to determine whether ultimately a Donnie should be extradited to the US.

Are there implications for Indian business and politics in general?

Are there implications for Indian business and politics in general?

Well, the Adani Group and the Indian government are seen as an important ally in the US efforts to check Chinese hegemony, and so if the US were to pursue this case and follow through, they could lose that important ally in their efforts to check China's power and influence in the region.

Well, the Adani Group and the Indian government are seen as an important ally in the US efforts to check Chinese hegemony, and so if the US were to pursue this case and follow through, they could lose that important ally in their efforts to check China's power and influence in the region.

And speaking of politics, as the leader of India's opposition party demanded parliamentary probe, but I assume that hasn't happened yet.

And speaking of politics, as the leader of India's opposition party demanded parliamentary probe, but I assume that hasn't happened yet.

I believe that there will be a local investigation of potential crimes in India which would then put on pause the extradition process. That's a process that could take some time, and my understanding is that that would supersede the request by the US to extradise these individuals.

I believe that there will be a local investigation of potential crimes in India which would then put on pause the extradition process. That's a process that could take some time, and my understanding is that that would supersede the request by the US to extradise these individuals.

Extradition can take years. Tell us about that Ukrainian businessman.

Extradition can take years. Tell us about that Ukrainian businessman.

There's a Ukrainian businessman who was indicted in Chicago more than a decade ago, who is still in Austria and has not been extracted yet and has been fighting at every step of the way. He just had the tenth anniversary of his case and his lawyers have asked the US government to drop the case. It has not happened yet, So it's a process that can be quite prolonged if the facts and circumstances are right.

There's a Ukrainian businessman who was indicted in Chicago more than a decade ago, who is still in Austria and has not been extracted yet and has been fighting at every step of the way. He just had the tenth anniversary of his case and his lawyers have asked the US government to drop the case. It has not happened yet, So it's a process that can be quite prolonged if the facts and circumstances are right.

And what could a Donnie do or say to fight extradition to the US.

And what could a Donnie do or say to fight extradition to the US.

Well, he could say that this case is politically charged, which is frowned upon under Indian law. He could say that it's charges that the US alleged does not match up with Indian laws, and I guess he can make a political argument to the central Indian government.

Well, he could say that this case is politically charged, which is frowned upon under Indian law. He could say that it's charges that the US alleged does not match up with Indian laws, and I guess he can make a political argument to the central Indian government.

What happens if he travels to another country.

What happens if he travels to another country.

If there is an Interpol red notice, which we expect will be in place, he could be arrested, which would then put him under the jurisdiction of the country that arrests him and that would trigger a whole new extradition process. There are several individuals criminal defendants in recent years who've been arrested in Spain, which is seen as a very favorable country for US extraditions, and have been sent to the US to face criminal charges in the US courtrooms.

If there is an Interpol red notice, which we expect will be in place, he could be arrested, which would then put him under the jurisdiction of the country that arrests him and that would trigger a whole new extradition process. There are several individuals criminal defendants in recent years who've been arrested in Spain, which is seen as a very favorable country for US extraditions, and have been sent to the US to face criminal charges in the US courtrooms.

How much time does he face? I mean this is years down the road. Obviously, if there is a trial and he's.

How much time does he face? I mean this is years down the road. Obviously, if there is a trial and he's.

Convicted, he faces twenty years on each of three counts. Although the reality is the way that white collar cases go is that someone rarely gets the maximum that they face under the statute. There's generally a number of factors that would reduce a sentence, so it's unlikely he would face the ultimate maximum that he's looking at, but it could be a serious amount of time if he's ultimately brought to the US and convicted.

Convicted, he faces twenty years on each of three counts. Although the reality is the way that white collar cases go is that someone rarely gets the maximum that they face under the statute. There's generally a number of factors that would reduce a sentence, so it's unlikely he would face the ultimate maximum that he's looking at, but it could be a serious amount of time if he's ultimately brought to the US and convicted.

Is the SEC also investigating this?

Is the SEC also investigating this?

Yes, the SEC has also brought a case, a civil case that generally takes a back seat to the criminal proceedings. That's typically how these types of cases go. But nothing has really happened on that case yet.

Yes, the SEC has also brought a case, a civil case that generally takes a back seat to the criminal proceedings. That's typically how these types of cases go. But nothing has really happened on that case yet.

I take it a Donnie has denied the charges.

I take it a Donnie has denied the charges.

He's denied the charges and denied wrongdoing the other. He has not made a formal appearance in the case in US court where he would plead not guilty, so he's not entered a formal legal plea to the charge, but he has denied wrongdoing.

He's denied the charges and denied wrongdoing the other. He has not made a formal appearance in the case in US court where he would plead not guilty, so he's not entered a formal legal plea to the charge, but he has denied wrongdoing.

Will the US try to seek extradition of the other defendants?

Will the US try to seek extradition of the other defendants?

Yes, they're seeking extradition of all eight defendants.

Yes, they're seeking extradition of all eight defendants.

David, do you know why this was brought by the Brooklyn U s Attorney's Office?

David, do you know why this was brought by the Brooklyn U s Attorney's Office?

The Brooklyn US Attorney's Office has a history of bringing Foreign Corrupt Practices Act cases, and they have a lot of experience and a lot of seasoned white collar prosecutors. There's questions about venue where the Act took place, but those who be litigated if the case were to move to a US courtroom and the defense starts to put on its challenges to the government's case.

The Brooklyn US Attorney's Office has a history of bringing Foreign Corrupt Practices Act cases, and they have a lot of experience and a lot of seasoned white collar prosecutors. There's questions about venue where the Act took place, but those who be litigated if the case were to move to a US courtroom and the defense starts to put on its challenges to the government's case.

It's sort of an unusual time in US attorney's offices because when Trump comes in, they're all going to be replaced, and many of them are leaving sooner rather than wait for that.

It's sort of an unusual time in US attorney's offices because when Trump comes in, they're all going to be replaced, and many of them are leaving sooner rather than wait for that.

A Donnie was indicted before the election and they didn't unfeel it for a month. It's not crystal clear to us why they unsealed it when they did. And you know, there's a phenomenon of the so called name and chame cases where they indict someone without a realistic expectation of them showing up in a US courtroom. I mean, this has happened through the years in hacking cases, you know, where they were Russian or Eastern European hackers. It happened to an extent in the Mueller case. I mean, none of those Russian defendants showed up, and.

A Donnie was indicted before the election and they didn't unfeel it for a month. It's not crystal clear to us why they unsealed it when they did. And you know, there's a phenomenon of the so called name and chame cases where they indict someone without a realistic expectation of them showing up in a US courtroom. I mean, this has happened through the years in hacking cases, you know, where they were Russian or Eastern European hackers. It happened to an extent in the Mueller case. I mean, none of those Russian defendants showed up, and.

It seems like this is going to be one of those challenging cases for extradition. Thanks so much, David. That's Bloomberg Legal reporter David Voriakis, and that's it for this edition of the Bloomberg Law Show. Remember you can always get the latest legal news on our Bloomberg Law podcast. You can find them on Apple Podcasts, Spotify, and at www dot Bloomberg dot com, slash podcast Slash Law. I'm June Grosso, and you're listening to Bloomberg

It seems like this is going to be one of those challenging cases for extradition. Thanks so much, David. That's Bloomberg Legal reporter David Voriakis, and that's it for this edition of the Bloomberg Law Show. Remember you can always get the latest legal news on our Bloomberg Law podcast. You can find them on Apple Podcasts, Spotify, and at www dot Bloomberg dot com, slash podcast Slash Law. I'm June Grosso, and you're listening to Bloomberg