It’s the day after Thanksgiving so I’ll post part 2 of my discussion in ESG in the Trump/Vance era next week.

Today, as students are stressed out over finals, here’s a post to brighten their day. Please share and forward far and wide.

We are pleased to invite your school to send a team to participate in the inaugural University of Miami Transactional Skills Competition, designed to provide law students with an unparalleled opportunity to refine their transactional lawyering skills in a challenging and dynamic setting.

In keeping with the vibrant culture of Miami, the details and challenges for this competition will be sophisticated, unexpected, and innovative, embodying the city’s forward-thinking ethos. This competition presents a distinctive opportunity for law students to engage with real-world, progressive transactional scenarios in emerging industries.

Unlike traditional moot court or contract negotiation contests, this event invites participants to navigate the complexities of contract drafting while considering broader business factors. Through a blend of virtual and in-person rounds, students will manage high-stakes negotiations while developing essential skills in negotiation, strategic thinking, and client representation. This comprehensive experience prepares participants to excel in transactional law, providing them with the expertise necessary to succeed at the intersection of law and business.

Why Your Students Should Participate:

· Substantive Legal Tasks: This competition emphasizes practical skills by engaging participants in drafting contracts and negotiating substantiative legal and business deal terms, closely mirroring real-world transactional practice.

· Networking Opportunities: Attendees will have access to multiple networking events, fostering connections with peers, legal practitioners, and industry leaders.

· Recognition and Prizes: Teams will compete for cash prizes, including an award for the Best Drafted Contract.

· A Distinctive Miami Experience: The competition is held in the vibrant city of Miami, reflecting the city’s innovative and progressive spirit through cutting-edge, real-world scenarios.

Competition Format and Key Dates:

· Written Round: Teams will draft and submit a contract by January 13, 2025. Scores from this round will combine with in-person negotiation scores to determine which teams advance to the final round. More details will be provided following the close of the registration period.

· In-Person Rounds: The competition will take place at the University of Miami Coral Gables campus from January 16-17, 2025. Round 1 will be held on Thursday, January 16th, with Round 2 and the Championship Round on Friday, January 17th.

Important Details and Eligibility:

· Participation is limited and teams will be accepted on a first-come, first-served basis. Registration closes on December 20, 2024, or when we have reached our 12-team capacity.

· A school may send up to two teams.

· Each team may include up to one coach (student, professor, or practicing attorney), though coaches may not provide assistance during the competition rounds.

· Each team may consist of two participating students, each of whom must be enrolled in or completed a transactional skills or contract drafting course, or who have had significant exposure to transactional practice through internships or clinical work.

· Registration requires the submission of a completed registration form, including contact details for each team member and their coach, along with emergency contact information.

How to Register: To confirm your participation, please complete the registration form here.

Should you have any questions or require additional information, please do not hesitate to reach out to Paul Berkowitz via email at pxb403@miami.edu (please copy me at at mweldon@law.miami.edu). Further details about the competition, including rules and logistics, will be provided following registration.

We look forward to welcoming your students to Miami for this exceptional opportunity to engage in meaningful legal practice and showcase their skills.

I was struck by this article recently published in the WSJ on the use of AI for investor relations:

Investor relations departments at companies such as shoe brand Skechers USA and networking-systems and software provider Ciena have begun using generative artificial-intelligence to help prepare their earnings commentary.

Some have used generative AI to predict the questions analysts might ask, for example, and to ready the best answers….

Executives at many companies are using AI to refine word choice in their prepared remarks, for instance, in deciding whether to say the quarter was “strong” or “solid,” said Dan Sandberg, head of quantitative research and solutions at S&P Global Market Intelligence. The firm’s tool recently preferred “strong,” based on the earnings metrics of other companies that used the word on their earnings calls, he said. 

Generative AI can also read the harmonics in executives’ prepared statements on earnings, assessing them as upbeat, gloomy or something more measured…

As any securities litigator knows, these are exactly the kinds of nuances of communication that – when they become the subject of a securities fraud lawsuit – are routinely dismissed by courts as “puffery,” i.e., conveying no material information to investors. For example, a very quick Westlaw search yielded case after case treating the characterization of “strong” as inactionable. See, e.g., Ray v. StoneCo, 2024 WL 4308130 (S.D.N.Y. Sept. 25, 2024); Robeco Capital Growth Funds SICAV v. Peloton Interactive, 2024 WL 4362747 (S.D.N.Y. Sept. 30, 2024); Lloyd v. CVB Fin. Corp., 811 F.3d 1200 (9th Cir. 2016); Hawes v. Argo Blockchain, 2024 WL 4451967 (S.D.N.Y. Oct. 9, 2024).

Once again we see that securities cases are litigated in a world that is somewhat distinct from how corporations – and markets – actually function.

Last week, Delaware corporate law was on my mind, as it sometimes is. Thursday, alone, was a banner day for thinking, talking, and writing about Delaware corporate law. Tennessee Law had the pleasure of hosting Álvaro Pereira from Georgia State Law to talk about his work at the intersection of venture capital financings and Delaware corporate law. Earlier in the day, I was on the telephone talking to my Tennessee Bar Association colleagues about our April 2025 Business Law Forum that features a session on recent Delaware corporate law happenings.

Then, late Thursday, I learned that friend-of-the-BLPB Larry Cunningham also was thinking (and writing) about Delaware corporate law last week. In a Bloomberg Law article posted Thursday, Delaware Corporate Law Still Gold Standard Amid ESG Blowback, Larry pushes back against the wholesale federalization of corporate governance in response to the debate over the consideration of environmental, social, and governance factors in board decision making.

Delaware maintains its stature because it favors no one. Critics from the right declare it has adopted an anti-shareholder and approach sympathetic to the environmental, social, and governance movement, while critics from the left blame Delaware for stalling ESG. Logic suggests that one of these sides must be wrong. The reality is, they both are.

Among other things, Larry argues that the ESG corporate governance debate itself serves a public good and that Delaware responds by flexibly adjusting within what we lawyers might term a “range of reasonableness.”

While such competition is real, it has always helped Delaware maintain its leadership and double down on the reasons for the state’s success. Federal intervention risks replacing a rationally flexible system with a one-size-fits-all approach that would ignore the diverse needs of businesses across states.

Delaware’s system, built on moderation and business sense, provides the adaptability companies need while maintaining a robust legal framework. It’s this balance that has allowed Delaware to maintain its position as the gold standard for corporate law.

I always appreciate Larry’s perspectives on business law issues, even when we disagree. I enjoyed the Bloomberg piece as part of last week’s Delaware corporate law bonanza. The article is worth a read–even if you disagree.

Bloomberg had a story this week on some new anti-ESG shareholder proposals put forth by the National Legal and Policy Center. The proposals ask McDonald’s and other companies to de-link executive pay from diversity goals, on the grounds that, among other things, DEI programs are now the subject of various lawsuits (I will leave it to the reader to imagine a picture of a guy in a hot dog suit).

I had a very mixed reaction to this news. My priors are, there are a lot of legitimate criticisms of DEI programs – they’re ineffective, they’re greenwashing, and the compensation measures are weak – but I worry that many of the current attacks are not grounded in concern that DEI programs are ineffective, but in concerns that they are effective in making workplaces and other spaces more welcoming to underrepresented groups, a position that I find morally objectionable.

Historically, though, anti-ESG proposals tend to fare very poorly at the ballot box, and even though activists like Robby Starbuck have been successful in intimidating companies into backing away from DEI efforts, it is not at all clear this is something shareholders support. Therefore, my original thinking was, I’m glad NLPC is offering these proposals, and I hope companies don’t settle them the way they have so far caved to Starbuck’s demands, because I would rather see a public rejection of them.

That said, given the realities of the incoming administration, I am not certain that institutional investors would cast their ballots against these proposals; they’re precatory, after all, and BlackRock et al might find it more politic either to support them or stay neutral, rather than risk another wave of anti-ESG legislation aimed at constraining institutional shareholder behavior. Similarly, proxy advisors like ISS and Glass Lewis are already in the incoming administration’s crosshairs – ostensibly over their support for ESG, though I’ve written before that I think that’s an excuse for management to push back on shareholder power – and I can imagine them shading their recommendations, as well, to curry favor with the incoming administration (something I was concerned about during the Disney proxy contest earlier this year).

To be fair, of course, that’s not just a concern when it comes to conservative causes; Jeff Schwartz has argued that asset managers shade their voting behavior to favor liberal priorities when Democrats are in power, as well.

Anyway, all I’m saying is, this is what we professionals call “private ordering.”

And another thing. New Shareholder Primacy podcast is up – Mike Levin and I talk about the (new) lawsuit filed by Ben & Jerry’s against its sole shareholder, Unilever, and about the practice of buying shareholder votes. Available at Spotify, Apple, and YouTube.

The D.C. Circuit issued its opinion in the Alpine case this morning. I’ve covered this case repeatedly and have links to much of the briefing. The majority opinion summarized the state of play and its holding this way:

In 2022, FINRA sanctioned one of its members, Alpine Securities Corporation, for violating FINRA’s private rules for member behavior and imposed a cease-and-desist order against Alpine. Alpine then sued in federal court, challenging FINRA’s constitutionality.

While that lawsuit was pending, FINRA concluded that Alpine had violated the cease-and-desist order and initiated an expedited proceeding to expel Alpine from membership in FINRA. Alpine then sought a preliminary injunction from the district court against the expedited proceeding, arguing that FINRA is unconstitutional because its expedited action against Alpine violates either the private nondelegation doctrine or the Appointments Clause. The district court denied the preliminary injunction.

We now reverse only to the extent the district court allowed FINRA to expel Alpine with no opportunity for SEC review. Alpine is entitled to that limited preliminary injunction because it has demonstrated that it faces irreparable harm if expelled from FINRA and the entire securities industry before the SEC reviews the merits of FINRA’s decision. Alpine has also demonstrated a likelihood of success on its argument that the lack of governmental review prior to expulsion violates the private nondelegation doctrine. We accordingly hold that FINRA may not expel Alpine either before Alpine has obtained full review by the SEC of the merits of any expulsion decision or before the period for Alpine to seek such review has elapsed. (emphasis added)

The decision grants Alpine a reprieve for the SEC to consider the merits of FINRA’s decision to expel Alpine. This is the crux of the private non-delegation analysis:

The result of this regulatory scheme is that FINRA can, without any SEC review of its decision on the merits, effectively decide who can trade securities under federal law. Due to FINRA’s current expedited-hearing process, the SEC statutorily cannot review expulsion orders before they go into effect and may be unable or unwilling to grant a stay so that it can meaningfully review a decision before it goes into effect and the expelled member’s business collapses.

So if the SEC reviews FINRA’s expulsion orders at all, it does so only through a stay proceeding that disfavors immediate relief for the expelled member and does not decide the merits. That falls short of what the private nondelegation doctrine requires:  an accountable government actor that “retains the discretion to approve, disapprove, or modify” FINRA’s delegated decisions.  AmtrakI, 721 F.3d at 671 (formatting modified); see Adkins, 310 U.S. at 388.

The majority opinion avoids many of the concerns I worried about when I wrote Supreme Risk. It expressly stresses that “our opinion is narrow and limited to expedited expulsion proceedings, where the irreversible nature of the underlying sanction prevents review on the merits by the SEC.” The opinion goes on to again explicitly stress the narrow nature of its ruling for four different reasons: (1) the opinion is in the context of a limited preliminary injunction record; (2) the opinion is “limited to expulsion orders issued in expedited proceedings; (3) the opinion does not address “FINRA’s own ability to delay the effectiveness of its expulsion orders in expedited proceedings, or the SEC’s authority to lower its stay standard in expulsion cases;” and (4) “nothing  in  our  opinion  questions  the constitutionality of enforcing an expulsion order, or any other sanction, after the SEC has affirmed it.”

The majority pushed Appointments Clause issues to the side, deciding that Alpine was not entitled to a preliminary injunction on those issues–particularly because the SEC must now conduct a review of Alpine’s expulsion. There is no argument that the SEC isn’t validly appointed under the Appointments Clause.

Alpine also argued that it should not be forced to litigate before FINRA’s allegedly unconstitutionally appointed officers. The majority saw that argument as foreclosed by existing precedent–citing three diffferent cases. From them, the majority concluded that, collectively, “those three cases squarely hold that being investigated by, or participating in a proceeding before, an unconstitutionally appointed officer is not, without more, an injury that necessitates preliminary injunctive relief.”

On the whole, I’d call this a qualified win for FINRA. This certainly isn’t over though as the opinion explains that “nothing in this opinion resolves Alpine’s claims on the merits.”

Judge Walker filed a dissent. If he had secured another vote, he would have prohibited FINRA from bringing enforcement proceedings. His dissent argues that:

FINRA wields significant executive authority when it investigates, prosecutes, and initially adjudicates allegations against a company required by law to put itself at FINRA’s mercy. That type of executive power can be exercised only by the President (accountable  to  the  nation)  and  his  executive  officers (accountable to him).

By  flouting  that  principle  through  an  “illegitimate proceeding, led by an illegitimate decisionmaker,” FINRA imposes an irreparable injury that this court should prevent by granting the requested preliminary injunction in its entirety.

What will happen next? We’ll have to see what the parties decide to do. Alpine might take a shot at en banc review or appeal to the Supreme Court. From an ongoing enforcement perspective, the decision undercuts the ability of SROs to swiftly expel scoundrels from the industry.

Consider how the reasoning here might apply to the National Future Association. Can they move quickly to expel bad actors or must they wait for the CFTC to approve their action?

In Supreme Risk, I highlighted how the NFA was able to expel Jacob Wohl in about six months after problems emerged. If the CFTC needs to be involved, expulsions like this may take longer.

The ability to move quickly is one of the key benefits for SROs. The decision makes SRO enforcement a bit less efficient and likely increases the amount of time bad actors may be able to continue committing bad acts. This reality may be counterbalanced by other benefits from ensuring review by government actors, but it’s still a meaningful tradeoff.

Another enforcement benefit for SROs is that they can enforce their rules and simply expel bad actors who refuse to provide information. What does the layer of government review do here? Is the SEC going to be able to approve an SRO expelling a member asserting its 5th amendment rights? This creeping governmentalization might make it possible for SRO members to stonewall and to refuse to cooperate in investigations as any expulsion would be express government action. There will be many downstream implications from turning an SRO action into an SEC action.

Earlier this year, the SEC released a rule treating significant market participants as “dealers” or “government security dealers.” The fact sheet explains the rationale was to update existing rules to capture modern electronic trading activity. The rule would apply to businesses that are:

  • Regularly expressing trading interest that is at or near the best available prices on both sides of the market for the same security and that is communicated and represented in a way that makes it accessible to other market participants; or
  • Earning revenue primarily from capturing bid-ask spreads, by buying at the bid and selling at the offer, or from capturing any incentives offered by trading venues to liquidity supplying trading interest.

At the time, I didn’t see the rule as particularly controversial. Market-makers have long been regulated. As trading technology changed, market participants began acting like market-makers without operating under the same regulatory standards. Firms subject to the rule would be required to register and possibly join an SRO if appropriate. The proposal generated a significant comment file and predictable litigation followed.

Two cases challenging the rule were filed in Texas. District Court Judge Reed O’Connor vacated the rule in both cases, one filed by the Crypto Freedom Alliance and the other filed by the National Association of Private Fund Managers, Alternative Investment Management Association, and the Managed Funds Association.

Curiously, both cases were filed in the Northern District of Texas. I wouldn’t have guessed it, but the cover sheet to the Complaint for one of the cases explains that the National Association of Private Fund Managers resides in Tarrant County, Texas. By coincidence, the Crypto Freedom Alliance also resides in Tarrant County. By residing and filing in Tarrant County, litigants end up in the Fort Worth Division of the Northern District of Texas. This means they can draw Reed O’Connor, Mark Pittman, or Senior Judge Terry Means. Judge O’Connor somehow manages to end up with many significant cases.

For context, Steve Vladeck has recently written in response to some comments from Judge O’Connor about judge-shopping.

The decisions just came out today and my read of the Private Fund Managers opinion leaves me with the impression that Judge O’Connor believes that market actors can’t be classified as dealers unless they are somehow directly interacting with customers. This skips past how much markets have changed from the time when Congress enacted the Exchange Act. We don’t use pneumatic tubes to transmit orders anymore.

The rule would have provided more consistency in the Treasury market. Perversely, the largest, deepest, most important market-Treasury–now has some of the least transparency. With the rule getting vacated, regulators will continue to lack information and the ability to oversee the market. I do not expect the new SEC Chair, whoever she or he may be, to appeal this decision.

Two days after the US election, I moderated and participated on a Society of Corporate Compliance and Ethics (SCCE) panel on  ESG through the life cycle of a business with Eugenia Maria Di Marco, who focused on startups and international markets, and Ahpaly Coradin, who focused on M&A, private equity, and corporate governance.

I shared these stats with the audience before we delved into the discussion:

  • Elon Musk, who may have significant influence in the Trump administration, has stated, “ESG is a scam. It has been weaponized by phony social justice warriors.”
  • The SEC’s climate-risk disclosure rule is already facing several legal challenges and may not survive. 
  • An open letter from the Attorney Generals of 13 states following the Supreme Court’s SFAA decision re race warned Fortune 100 CEOs that companies using  DEI to “engage in racial discrimination should and will face serious legal consequences.”
  • AGs from 21 other states reassured CEOs that diversity and inclusion programs “comply with the spirit and the letter of state and federal law” and actually “reduce corporate risk for claims of discrimination.”
  • As of September 2024, about 20 states have enacted anti-ESG legislation.
  • In July 2024, SHRM, the largest professional HR association with nearly 340,000 members in 180 countries, announced it was officially eliminating ‘Equity’ from ‘Inclusion, Equity, and Diversity.’ 
  • The Loper Bright decision, which eliminated Chevron deference may:
    • Hinder federal agencies like the EPA, Department of Labor, FTC, and SEC from effectively implementing and enforcing ESG regulations.
    • Increase litigation risks for companies facing challenges to ESG-related rules and disclosures.
    • Create regulatory uncertainty, leading to inconsistent judicial interpretations and complicating compliance efforts.
  • Many U.S. businesses and lawmakers have raised concerns about the extraterritorial impact of EU due diligence and sustainability reporting regimes. 

And what about consumer behavior? McKinsey & Company reported in July 2024 that consumer interest in ESG issues is declining across generations:

  •  Gen Z consumers in five of six surveyed countries have lost interest in ESG, with a decline of five points since 2023.
  • Millennials’ consideration of ESG in purchase decisions has also declined.

Yet, there’s a silver lining for ESG supporters:

In early November, Thomson Reuters released the State of Corporate ESG report. 71% of survey respondents agree or strongly agree that ESG investment is a source of competitive advantage, up from 60% in 2023. 82% believe that the role of ESG in corporate performance will continue to grow.

Given this complex landscape, how should companies rethink strategies in light of these shifts?

In a future post, I’ll share some insights from our conversation.

Following on some email communications regarding my post last week relating to optimal statutory resources for a business associations course, Itai Fiegenbaum and I have decided to organize a discussion group at the 2025 Southeastern Association of Law Schools (SEALS) conference (to be held at the Omni Resort in Amelia Island, Florida, July 26-Aug. 2) on teaching practices in the basic business associations course. In addition to addressing the need for and type of statutory resources used in teaching the course, we would expect the discussion group to cover, e.g., teaching and learning objectives, the aggregate number of credit hours devoted to the basics of business associations law, the statutes taught, the overall range of topics covered, assessment methods, and teaching methodologies and tools. Please email me at jheminwa@tennessee.edu to let me know if you are interested in joining us at Amelia Island next summer for this discussion group.

Bloomberg Law recently covered the volume of records litigation going on in Delaware’s Chancery Court. These paragraphs frame the rise:

Records suits, which require only preliminary suspicions, are designed to resolve narrow disagreements over how to enforce a core shareholder right. But Delaware’s judges are spending significant chunks of time policing the process, as in recent fights over Amazon.com Inc’s antitrust woes, Boeing Co.’s safety scandals, and the $8 billion Paramount Global-Skydance Media merger.

“Nobody’s happy with the state of affairs,” said Widener University law professor Lawrence Hamermesh. “It’s a mess.”

Everyone involved would rather be doing something more substantive, but they’re responding rationally to structural incentives, Chancellor Kathaleen St. J. McCormick, the court’s chief judge, said at George Washington University. Although getting inside information offers clear advantages, “complaints just get longer and longer,” she said Oct. 25. “I’m not sure I need all that at the pleading stage, but it’s not hard to see why they’re doing it, and I can’t advise against it.”

Shareholder attorneys blame the logjam on board stonewalling, while companies say the ballooning cost is affecting settlement leverage. “Shareholders aren’t in the engine room every day, so there was wisdom in making sure they get this information,” said GWU law professor Omari Scott Simmons. “But there were unintended consequences.”

When I think about this issue, I suspect that the litigation volume may be a bit like the tip of an iceberg for companies responding to these requests. We can easily see and observe the litigation, but we don’t see the total time and expense associated with record requests.

Consider the issue from the perspective of a harried in-house lawyer with a full workload already. A records request shows up. The letter probably cites case law that the in-house attorney may not be closely familiar with. The next call will probably be to hire outside counsel for advice. That’s not cheap.

What I don’t know or know how to observe is what percentage of the time the company will simply pull together and send over records. That process will involve some expense, but it’s probably not too bad to do it once. But what about companies that get more requests? The costs pile up.

Nevada takes a different approach and doesn’t allow random shareholders to bring these actions for public companies. By avoiding the need to comply with requests, Nevada corporations can entirely avoid the expense. This approach comes with a tradeoff. It makes it harder for shareholder plaintiffs to obtain information that might allow them to win claims.

What’s the right solution here? It could be somewhere in the middle. It might make sense for a state define a range of easily collectible documents that should be maintained and made available upon request. Allowing shareholders to get ahold of more documents might be gated or balanced with some fee-shifting provision. I don’t know the right answer here, but it’s worth thinking about and finding some ways to study.

Well, the Fifth Circuit reached its decision in National Center for Public Policy Research et al. v. SEC, which I previously blogged about here and here. As I predicted, the panel chose to leave the SEC’s 14a-8 review process in place, but also as I suspected, Judge Jones – the only GOP appointee on the panel – dissented.

So I presume we’ll see a petition for rehearing en banc, and it wouldn’t surprise me at all if the full court took up the case, meaning, this may not the final word.

Recall, the claim was that the SEC engages in viewpoint discrimination when it issues no-action letters regarding companies’ attempts to exclude shareholder proposals from their proxy statements.  NCPPR claimed the SEC favors liberal proposals and disfavors conservative ones.  Separately, the National Association of Manufacturers intervened to argue that the entire 14a-8 system is unauthorized by the Exchange Act and is unconstitutional.

The SEC’s main argument was that no-action letters are not final orders subject to challenge.  The Democratic appointees on the panel agreed, but assuming Judge Jones’s dissent is a template for how the full Fifth Circuit would view the matter, it threatens to scramble the 14a-8 process, but perhaps in a manner that the incoming Trump Administration would find amenable.

Judge Jones argued that no-action letters are final orders because they constrain agency – SEC – discretion in a particular way, namely, they limit the SEC’s ability to bring an enforcement action.  And, further, she claimed that the SEC conceded that if they are final orders, they are arbitrary and capricious as a matter of law, because they do not state their reasoning.

Now, assuming the entire Fifth Circuit agrees, the upshot, as I understand it, is that the SEC would be required to offer more detailed reasoning in each and every no-action letter it issues under 14a-8.  That would be incredibly burdensome for the staff.

Meanwhile, under the first Trump Administration, the SEC adopted a policy of not issuing letters at all – instead, it switched to oral rulings, and often declined to weigh in on no-action requests (a policy the Biden SEC reversed).

At the time, some commenters believed this tilted the playing field in favor of management, because, absent an SEC opinion, management would simply decline to include proposals in their proxy statements and dare proponents to sue.  Since proponents are as a group less resourced than corporations and less likely to file a lawsuit, management would be pretty safe.  Others worried that the whole situation just created uncertainty around litigation risk, and that corporations would prefer to have the guidance.

If the Fifth Circuit functionally mandates that the SEC either not act at all, or act with a full explication of its reasons, I assume that the Trump SEC would choose not to act at all in most cases.  Companies would still be required to first petition the SEC to exclude a proposal – that’s part of Rule 14a-8 itself – but they wouldn’t expect an answer.  Meaning, the entire system of SEC adjudication of 14a-8 proposals would end, and companies would be left to include proposals in their proxies, or not, at their discretion, depending on their tolerance for litigation risk.  For most proposals (maybe not by Starboard Value, but others), the tolerance would presumably be pretty high, if for no other reason than if a shareholder did have the wherewithal to file lawsuit, the company could easily just settle it by belatedly agreeing to include the proposal in its proxy materials.

And another thing. On this week’s Shareholder Primacy podcast, Mike Levin and I talk about the legal uncertainty surrounding controlling stockholders, and director say-on-pay. Available on Spotify, Apple, and Youtube.