Yet Another Value Podcast - Chris DeMuth's best idea for 2022 is $RENN

Episode Date: January 9, 2022

Chris DeMuth discusses his best idea for 2022, RENN. RENN was on a previous podcast pitched by Ian Bezek as a legal play; since then, RENN settled with minority shareholders for a record payout. Howev...er, in December, RENN's shares sold off massively as a judge rejected their proposed settlement with minority shareholders and ruled the payout should instead go to former shareholders; Chris explains why he thinks that ruling is wrong and likely to be overturned.Podcast with Ian Bezek on RENN from April 2021: https://twitter.com/AndrewRangeley/st...Chris's article on RENN: https://seekingalpha.com/article/4478529-renren-is-so-bad-its-good Chapters0:00 Intro1:50 RENN background4:20 What's happened since the last RENN podcast8:20 The settlement announcement in October12:35 What happens in December / why the stock craters19:45 Why are current shareholders appealing the judge's ruling?24:00 What does a derivative suit mean and why is that important?30:00 Were there any precedents for former shareholders getting the settlement payout?35:30 Discussing the unique minority shareholder only payout38:50 Could the settlement be recut to pay directly to the company?44:50 What does the timeline going forward look like?46:30 What happens to the "excess legal fees"?54:30 Why a quick decision on the appeal could be good57:35 What odds does Chris give for the appeal winning?1:00:10 Bear push back: The Sprint / TMUS precedent1:05:40 Closing thoughtsSHOW LESS

Transcript
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Starting point is 00:00:00 All right. Hello, and welcome to the yet another value podcast. I'm your host, Andrew Walker. And with me today, I'm excited to have first podcast of the year. My friend, my partner at Ranging Capital, Chris DeMuth coming on. Chris, how's it going? Great. Nice to be here, Andrew. Great. Awesome to have you on for the first time, though. You and I do have some experience podcasting together. Let me start this podcast the way to do every podcast. First, a disclaimer to remind everyone that nothing on this podcast is investing advice. That's particularly true today. We're going to to be talking about a security that we both think is asymmetric, but both of us think it is also highly risky. We have a significant position in it, so everyone should remember that a lot of the value here rests on a legal case. Chris and I stayed at a holiday in once, but we're definitely not lawyers. So, you know, please remember, not investing advice. We're not lawyers. Please do your own work. Please do your own diligence. Not investing advice. That out the way, let me turn to the second way I started every podcast, a pitch for you, my guest. It's a little unfair to give you a pitch since we work together. But I'll give you a little one that's a little off the beaten path.
Starting point is 00:01:03 You know, we've known each other for a long time. But I like to think myself is pretty driven. And I can honestly, I don't know anyone who puts their mind to something like you do. You know, I remember 2017, we started working out together. And I don't think you'd ever squatted before. And six months later, you were full hole 30 going to CrossFit every morning while training for an ultra marathon. People can see a photo of you now versus five years ago. The before and after is crazy. But, you know, I just really admire the way you can put yourself. into everything you do. All right, that all out the way. Let's turn to the stock we're going to talk about. The company is Ren-R-R-N-N. The ticker is R-E-N-N. This is the second time I mentioned
Starting point is 00:01:38 Ren-R-R-R-N on the podcast. People can go back to the original podcast with Ian Bizzik. I'll include it in the show notes for some background, but really interesting stuff has started there. Chris mentioned this is his best idea for 2022. I'll include a link to that and the show notes as well. All that out the way, Chris. Why don't we do a very fast background on Ren, and then we'll say everything that's happened since the Ian podcast and kind of get people up to speed. Sure. I mean, I would recommend people just listen to that podcast that want to be kind of get the kind of version up and to the point where we picked up on it. This was a Chinese college-focused social media site. They kind of played it up as the next Facebook. My my history of companies that say
Starting point is 00:02:25 they're the next such and such is that they've almost never been the next such and such. I was friendly with the guy who started Warby Parker, and we joked back and forth. I send them every single time I see the next Warby Parker. That was like the kind of tagline for a while for everybody starting anything. And these guys were not the next Facebook. But they quickly pivoted into, they'd raised a bunch of capital. they became kind of VC-like in just investing in all sorts of stuff. And then the one thing that really hit was SoFi, was this fintech company that has then subsequently become famous as a SPAC target.
Starting point is 00:03:10 The DSPact is now trading publicly and trading pretty well. It's one of the few SPACs right now, trading well above its SPAC price. And that not only raised a bunch of capital for it, that kind of revealed the capital. So this was something that they had early on put a big investment in. They spun it off and did it in a way that kind of was preferential, that was excluded the long-term shareholders of Ren-ren from the upside of a lot of the things they were doing, especially this one name. shareholders then on behalf of the company sued in a derivative litigation sued and that has
Starting point is 00:03:56 been going on for years. This is kind of 2018, 19, 20, 21. But then a lot's happened since then and a lot. And Chris, if I can just interrupt for one second. So if we pause the story right here, everything Chris said was the background. Everything Chris said was what we talked about with Ian Bezick in the first Run Run podcast. So I think you could pause the story right there. Go listen to the first podcast. That's everything we're talking about. And now everything I think Chris is about to say going forward is kind of subsequent
Starting point is 00:04:26 developments that have happened that have gotten us so interested. So I just wanted to listen to that. So there's a 30-minute version. Listen to that for that. That's the kind of 30-second version. Two things really caught my eye in the process that made this kind of non- lawyer, but person who likes to think about the kind of game theory around this, very interesting and very relevant to today. One is when the defendants, and who exactly the defendants are and who
Starting point is 00:04:56 the plaintiffs are is a little confusing, but think about it as the founding manager and directors that were in charge of this decision. And then there's a couple very, very powerful, a deep-pocketed, influential, reputable kind of co-defendants that make the game theory very interesting here. But two things happened. One was they tried to throw out the case, as you often do in your defendants. This is in state court in New York. And that was bumped up through the appeals process. And the plaintiffs, which are the group of current shareholders, on behalf of the company, suing on behalf of Renteren was affirmed as the correct plaintiff by the appellate court. Put a pin in that, I'm going to come back to that in a second.
Starting point is 00:05:48 That was very, very important in terms of just setting the chess board that we're looking at today. The other thing was very important in terms of the chess board and the game theoretic dynamics is something that's hard to get, but that this judge gave us, which was attachment. An attachment says that if there is a defendant and in the process of something, there might have been a fraud, there might have been, it's not stipulating our accusations yet, but there's enough potential for a judgment and we're talking about liquid tradable securities that they basically attached to these securities this lawsuit. So if somehow they were able to slip them to somebody else and kind of hide out in China, or something. We have these securities. They're in escrow. And the amount is quite significant, just in very rough terms, half a billion dollars, $500 million. And we might end up with zero. We might end up with all of that if the suit goes to its logical conclusion. That really
Starting point is 00:06:53 affects the game here, whether or not we win or lose. That's a big, big part of it. So we entered this with a appeals process that had once affirmed the current plaintiffs. And secondly, we are arguing over an amount of money that is attached or available in escrow for us to get. So we don't have the potential to win against somebody who's hiding out in a country without the same kind of rule of law that we do or we couldn't get them. And so that for me, those two things were kind of necessary for me to get the level of interest that I have now. And if you think back to the original podcast, one of the key questions I had for Ian was, hey, you know, there's tons of Chinese company, because run around to Chinese companies, there's tons of Chinese companies that have, I never want to use the F word on this podcast, but have, you know, kind of harmed minority investors. And one of the issues is, if you're an American suing, you're going into China's court. And here it was, you know, the assets are in the U.S., soft-banks and defendant.
Starting point is 00:07:57 And as you said, that attachment was so big because you froze $500 million worth of assets, mainly so five shares, but $500 million worth assets, that attachment was so big. So if you're talking to somebody and they say, you might have a good point, but I have a 10 million man army and my brother-in-law is a general come and get it, you know, that that's an argument that I have a hard time overcome it. So that takes us through a lot of the case. Let's talk about what happens in October and then what happens in December. So in October, we slid in to October with extraordinarily favorable negotiating dynamics for the couple of reasons that I mentioned. This is the correct set of plaintiffs and they have money that is now attached and in escrow. So everybody on
Starting point is 00:08:48 on the defense side was heading towards a settlement. Nobody had even, nobody was even acting brave and saying, come and get us, you know, we think we're innocent. So the number that was gonna be somewhere between 500 and zero was kind of, there was some equilibrium, call it somewhere around 250 million. And that was supported more or less
Starting point is 00:09:14 in a pretty friendly fashion. The SoftBank and Duffin-Felps were two of the kind of involved on the defendant's side, and we're having daily meetings to go over potential settlement. So this is something that big, powerful interests were pushing towards. One of the kind of founder-member defendants is actually a SO-Fi board member. He has more economics and interest in the kind of SO-Fi direction of his career than in the Ren-ren. I mean, just everybody on the defense side was looking towards in terms of the agency issue, their career, their reputation, just putting this to bed. And they were going to get
Starting point is 00:10:01 liquidity out of any settlement, anything less than 100% of what was put in escrow. So the money was unavailable to anybody and would be available in some combination of the defendants and plaintiffs once things could work out. Then in early October, there was a settlement announced $300 million that would be dividended, both accounted for for tax, and it would not actually go to the company. It would go to the non-defendant shareholders. And that was put out publicly and supported unanimously by everybody directly involved. Yep. So I'll just pause there to give some members. So people can go, go pull up rent stock price, right? And you can see in October, the shares skyrocket from 10 to 25 or 30 because this settlement's announced. It's a $300 million settlement. It's a $300 million settlement. It's a $300 million dollar settlement, $200 million of liquidity freeze up out of nowhere, right? So it kind of works for everyone. It shows that clearly the defendants were pretty worried about this. they settled it. Minority shareholders, you know, the $300 million, it works out to $25 or $30 per share
Starting point is 00:11:18 because it's only going to minority shareholders. So I think that's October. And at that point, I think everyone kind of involved here thought, okay, great, we're just waiting on the cash to hit our accounts. But let's fast forward to what happens in December. And it's actually, I think, an important point that that was what the market, more or less unanimously was priced in, both in the equity market and the options market, and just for laying out the chessboard here, I'm using five, and you can do the arithmetic, although it's not something I'd otherwise have any interest in owning, but call it $5 of residual value, which because this is coming out of this dividend, we're going to end up one way or another. The only question is, do we get paid a $26 to $28 payment
Starting point is 00:11:59 in the interim? A disaster loss scenario is, no, you just trade down to five or so, a successful scenario is we're distributed 26 to 28, and then you're left with five. And it's five, give or take, too. I mean, it's not an important part of the case. Just to clarify, Chris is talking about, you know, outside of this legal settlement, which is the reason everybody's interested in Ren, right? They do have some assets. They have some small SaaS businesses. They've got a little bit of a stake in a Chinese vehicle distribution, some cash on the balance sheet. And maybe it's worth five, maybe it's worth three. It's not worth zero is what he's saying. there's a little stub value.
Starting point is 00:12:35 So let's fast forward to what happens in December. And that's just for clarifying, for cold reading with the markets, the market probabilities and discounting. So then we're dealing with a mid-20s settlement value with some residual value on top of that. The defendants are happy, the plaintiffs are happy, the shareholders are happy, and there's a lot of logic to it. I think if this went to a decision, it's reasonably likely that the plaintiffs would win. There's a little tiny bonanza scenario where you could imagine where you would actually win, not just the attachment, but you would win being awarded the actual equity, which would be. be, you know, not half a billion dollars, but billions of dollars. I mean, you could you could have
Starting point is 00:13:34 a couple, there was some tail risk for the defendants that's conceivable, unlikely, but possible. But actually, that's, that's, you know, I don't remember the exact numbers, but if Renren owned 10% of SOFI and the judge and the settlement just said, hey, instead of paying 10% of SOFI at 2018 fair value prices, we're just going to distribute that. We're going to take those shares back and distribute it. And obviously, go look at SoFi stock price, the spec deal and all that. Those are worth way more than they were back then. So that would be your bonanza upside that the defendants would be really worried about. And slash, and thinking about it from a game theoretic perspective, it's not just that we could make that, but we're interacting with
Starting point is 00:14:12 people who could lose that. And then maybe their lives would be ruined at that point financially in a way that they wouldn't with these kind of median scenarios. But so they have this little bit of tail risk. And then they have the likelihood of just losing in court. It would be more public. The trial, the trial discovery process would not be highly flattering to them. So the $500 million, very bad scenario for them, would have more negative externalities. So 300 was, you know, you're settling, not half and half, but, you know, it's saying the defendants probably were going to lose. And they probably agreed. And the plaintiffs were probably going to win. And they agreed. and they split the difference in a way that had a lot of reason to it for everybody.
Starting point is 00:15:00 And that's where we were through October. The last part of the process is it has to be approved by the court. And then drum roll, the judge. And this is a judge who had been, I think, by most people's view, including mine, pretty skeptical of the defense. defendants throughout the process. I mean, his verbiage both in the attaching the securities and his verbiage in denying the case getting thrown out, which was then on appeal affirmed, to me sounded, I would be, if it were I on the defendant's side, quite uncomfortable with this judge in his behavior towards the defendants. A hearing that was publicly available, you know, like in this
Starting point is 00:15:54 Sarah, a Zoom call. His tones seemed to have shifted pretty dramatically when he came into the hearing to review this settlement. He came down kind of almost immediately, very, very hard on the shareholder derivative lawyer. He was very unhappy with the lawyer's fees, a third of the 300 million, 100 million, according to fast math. The judge was quite unhappy with that and basically said it had to be much less. The judge was very unhappy with his view that a fair and just outcome would be that this harm was done. I think we can call it a fraud at this point was done. And it should go to the shareholders at the time that were damaged. It shouldn't go. to this set of shareholders now and maybe in terms of the atmospherics, it could be impacted
Starting point is 00:16:59 or his view or a view might be impacted by the fact that these are opportunistic hedge funds who are seeking out this scenario and the results of this scenario as opposed to people who had stumbled into these risks and these rewards. He seemed unhappy about the whole thing and so said, I would not approve this settlement and I would not approve a settlement that didn't have a record date of the time in 2018 when the shareholders were harmed. The judge spoke these words. The lawyers were clearly surprised and thrown off by this,
Starting point is 00:17:42 and then he put out an order consistent with his reaction in the hearing. And then subsequently, the derivative suit lawyers have appealed this now. The verbiage in New York is slightly confusing. So this is all under Cayman law. This is all being done in the New York court, which is a little unusual. Corporate law in the U.S. is mostly in Delaware. So this is kind of New Yorkers certainly don't think of them this way as like a kind of second-tier backwater. But in corporate law, it's not as common.
Starting point is 00:18:15 So if you're dealing with a chancellor in Delaware, a lawyer and a chancellor would be back and forth on an issue where those two individuals have discussed it a hundred times and that they've kind of written what is considered to be American corporate law at the state level in Delaware, where other states kind of peek at it and so forth. This is the Wild West in terms of how judges and lawyers interact. But it was appealed. and after the appeal, the judge has now been kind of shooting every few days subsequent kind of explanatory orders, which is not procedurally the norm at all, because it's already been appealed. And it's kind of just doubling down on his original attitudes without as much precedent cited as you would normally expect from a judge in a legal proceeding. Yep. And that gets us to today. So let's back up a bit. And again, anyone can pull up the stock price and you're going to see this pretty quickly, right? Heading into December, the shares are at 25, 26 or something. And then I can't remember the exact date. But on a Friday or Thursday,
Starting point is 00:19:27 the judge comes out of nowhere and says, no, I'm not going to prove the, you know, the issue was the settlement was going to current shareholders. And he says, no, these aren't the people who were harmed. The people who were harmed were the people who owned the stock back in 2018 when these deals and these transactions happen. So I will only approve the settlement if it's going to the people back in 2018. And by the way, the lawyer's fees need to come down. And you can see the stock goes from, you know, 25 to about 10 because people are saying, oh, my God, like this isn't coming to us. And now it's probably settled around 15 or something. But that's the crux of the issue, right? The crux of the issue is the current plaintiffs are appealing, current shareholders, which includes
Starting point is 00:20:06 us, are appealing. And they're saying, hey, we think this judge is wrong. We think the payout should go to current shareholders, not former shareholders. And the judge is putting out orders, as you said, saying, hey, this is why it should go to former shareholders, record date of April 2018, I believe. So go ahead, go ahead. So I was trying to make sure I kind of bracket things in terms of how bad could it be, how good it could be, just setting aside the probabilities for a second, just to understand literally what this would mean.
Starting point is 00:20:34 You and I owned zero shares in 2018. I guess that's a disclosure. I'm disclosing me, and I'd never even heard of the company at the time. So if that record date is set, we would probably be owed people who are current shareholders like we disclosed we are. We would probably be owed zero. There's a little bit of wiggle room in that, in that, depending on how it's trades, but it would probably be just sent to the people who owed it. So we would be back in the camp of owning something that's worth five-ish. And interestingly, just a little tweak on the operations, the order of operations,
Starting point is 00:21:18 the hearing happened. The market largely responded, but then the following Monday, after the press release, and then his order came out, it kind of tanked another 20% in the process. So it was just a chaotic few days as people said, oh, we might get nothing. I mean, the idea that you think you're about to get paid, you know, over $25 a share, and that goes to zero, kind of was traumatic to the market before it started then, I think, kind of re-going through the process of applying probabilities to it and kind of thinking about the different outcomes.
Starting point is 00:21:49 So we can talk about the probabilities a second, but let's just stop here. I mean, obviously, both you and I disagree with the judge's ruling. So, you know, why do we'll talk about the process. We'll talk about probabilities, all that. But let's just start with the basics. Why do we think current shareholders who own the stock right now are, you know, are the people who sued and got the settlement and everything, why do we think they should be the people who get the payout versus the people who owns its shares back in 2018?
Starting point is 00:22:18 So the view that I have is a view that if you pulled away from this case and just overheard me speaking about this, a lawyer who works in a corporate law would say, say, of course. Why are you saying that? It's practically just defining terms. It's not even kind of going out on a limb. It's just kind of to say, this is a derivative case. We shareholders involved in the derivative case are bringing it on behalf of the company. If the company sues somebody, say Ren Ren decided themselves that we're going to sue, who normally be brought a decision made at the board level. That would normally how it's done. However, when a corporate entity that's owned by public shareholders has a problem, especially a problem
Starting point is 00:23:10 that involves the board members themselves. The courts don't expect the guilty defendants to sue themselves. And shareholders can say, we're defending our rights on behalf of the company. So this is not for damages. This is not a shareholder class action, which people think of that's just another thing. And so to say that the benefits of this will go to current as opposed to former is as if I put out an announcement on some other company were invested in say, hey, we've been talking about this big dividend. Oh, by the way, the dividend is going to go to the company shareholders, not former shareholders or some other set of people, which besides the logistic difficulty of even sorting out who they are and where they are.
Starting point is 00:24:02 which is not obvious to the kind of transfer agents and so forth. It would be an interesting detective process. It's just not something that's done in a derivative suit. Yeah, no, look, I 100% agree. I mean, people can go, I pulled up the Wikipedia page up here. You can go see it. Like, the derivative shooter, that's exactly what it is, right? It's current shareholders suing the company and saying, we own the company,
Starting point is 00:24:26 directors, insiders did something wrong. We're trying to get proceeds from it. And more than that, you know, I know this isn't legal, but I've been thinking like, hey, you and I could go sell a stock today, right? And tomorrow, a buyout announcement gets made. And the stock goes from 10 to 20. And, you know, under this current, under this thinking, we could go sue and say, oh, no, that 20 belongs to us because the negotiations were happening while we were shareholders, right? The negotiations were happening. We sold, but all the negotiations happen when we were shareholders. We should get that 20. I realize that's not the legal argument here,
Starting point is 00:25:02 but that's kind of how I've been looking at. Or you go buy a bankrupt claim. You buy a bankruptcy claim for pennies on the dollar and it turns out to pay out at par. Well, are we going to expose ourselves to former creditors coming and saying, oh, well, I owned that claim when it was in bankruptcy. I sold it to you, but I deserve to get paid out at par. Like, it just seems like it opens up a can of worms to who is entitled to what, when things happen, all that type of stuff. I just want to, I just want to build on that for a second. And this is another non-lawyerly point. It's simply a matter of logic. And the law doesn't have to be logical,
Starting point is 00:25:32 but just given that we also happen to have the law on our side, I just wanted to build that, which is we are bringing a view to this conversation that is wholly conventional, ubiquitous almost, the antithetical view that would upend everything. I mean, I might like as a capitalist that is probably net more harmed by litigiousness than I benefited. The idea that the entire American corporate law system would be upended, I might kind of like
Starting point is 00:26:12 that, but that's a radical view. That's something you would do through legislation. That's not something you would do at the court level, not even an appellate court, not even the Supreme Court, to say, I mean, you couldn't organize shareholder cases, trying to hunt down the former owners. And if the current shareholders' rights were basically collapsed, it would utterly change in the 99% of the time that we're not suing anybody, it's still the case that we have rights that we will defend on behalf of ourselves and our investors. And when we're talking with managers or directors, they know that's in our toolkit.
Starting point is 00:26:49 That's in our toolkit in the friendliest situations. But if they knew that under no circumstances where their current owners able to defend their rights because the benefit would go someplace else, you wouldn't be able to organize in any real way. It would collapse the entire system. I mean, it would be a revolution, maybe a good one, maybe a bad one, but one that would be pretty amazing to have just kicked off by one judge in one case and one state. Yeah, and again, just going back to Comptonson, it seems weird that you can look at the stock price. And, you know, I'm looking in December 2020, the stock is trading for $4 or the, you know, right after all these deals happen, the stock goes from, well, actually,
Starting point is 00:27:29 that was a different. But, you know, the stock's trading for $4.00. Like, clearly people are assigning no probability. The current shareholders buy the stock, do the work, hire the lawyers, go pursue all these. Like, it seems very strange that all these shareholders should do all this work. And then the judge should just be able to say, oh, no, the people who actually took the risk, you know, pursued this claim, got what I think is like a really good outcome. They shouldn't get any of the benefit. It should go to all the people who, you know, they knew that the claim was out there. Who knows better than the shareholders at the time they got robbed, who got robbed, who decided, no, we're not going to pursue this claim. It just seems like
Starting point is 00:28:00 a strange set of facts and pattern. Well, I think one of the things about the fact pattern was the settlement itself drew other participants. So one of the things that happened when the settlement was announced after October is that a law firm that is pretty well known amongst, we do some merger arb, and it is a firm that I believe has filed an objection to every merger I've ever looked at since 2002 or so. I mean, or somebody like them, but they're frequently the name on that. And the deal is, we object. We're happy to settle for our fees, plus a little disclosure for our clients. So the clients get disclosure, we get money. I'm still waiting someday a law firm is going to say, I'd like to settle, and I'd like my clients to get a big pile of cash,
Starting point is 00:28:55 and I don't want any money. I'd like some disclosure for our firm. If you could give us some verbiage about the deal, that hasn't happened. So these guys are certainly aware of the merits of money, but they tend to settle for verbiage for their clients and money for themselves. These guys, whenever there's, I think, they probably literally have some kind of press release AI or some like thing to troll for like just a dollar figure like oh billion dollar deals announced we're suing for 10 million dollars or something they literally did that here the 300 million dollars they might not have noticed until this big figure came out and I think part of the game was we'll object we'll settle we'll get paid off but but there was then this objection on behalf of
Starting point is 00:29:43 a trivially small shareholder from the earlier class that the judge could point to and say this is not a unanimous settlement. And that was one of the things he was able to point to in his order. So let's talk, you know, we've talked about how we think of fairness and all this sort of stuff. But, you know, law is generally decided on precedent. So the judge here said, hey, I'm, you know, current shareholders don't get the money. It's going to be the shareholders from three or four years ago who get the money. Let's talk precedent.
Starting point is 00:30:13 Is there any precedent for a judge determining that current shareholders don't get paid? or is there any precedent for a judge deciding that current shareholders do get paid? Yeah, it is a very thinly cited order. The fact that the judge's order. The judge's order denying the settlement. And then the fact that he's kind of taken several more bites at the apple, he's come out. I mean, every few days, it's basically, and another thing, and he kind of restates it, but no further citation precedent or kind of legal.
Starting point is 00:30:48 example that's cited. And the whole topic of citation is complex here in that this is under Cayman law. So when we're talking about all of the different attributes here, it's a New York court, because that's where the malfeasance, you know, everything kind of goes through New York in terms of the mechanics in the financial world so that you typically do find a reason to have something in New York. But under Cayman law, which is kind of a tighter subset than a lot of American corporate law, there's no standing for these objectors. The only type of case that can be brought, the only kind of legal standing that you can get to is Ren Ren Ren. The shareholders have
Starting point is 00:31:37 the side door of suing on behalf of Ren Ren, but there isn't statute. So it's very kind of confusing to cite precedent for the settlement in opposition to the order denying the settlement in that you're kind of trying to prove a negative. There is no category for this objection to exist. There's only the company. There is the suit on behalf of the company and the settlement thereof. So he's talking about something that's very thinly cited that doesn't really fit into Cayman. or I can't find it, and he's not been able to point to it.
Starting point is 00:32:17 And I think going back to kind of my status as a game theory observer, if there was this other category, we certainly would have seen it by now. Note that the, I don't want to call them ambulance chasers, but somebody else might call them ambulance chasers that filed the objection. They're exactly the kind of firm that would have filed a damages case, class action suit. We've had years and nothing. I mean, there's this type of suit. There's nothing else. And there's a lot of money at stake. There's something that appears to have been bad behavior. And nobody filed alternative types of suit. So this is the only game in town
Starting point is 00:33:00 in terms of a precedented category under Cayman law. And I think that really restricts the different legal outcomes here. That also restricts, by the way, legal outcomes that might be perfectly adequate to you and me. I mean, one of the things that you kind of think about in terms of just a brainstorm of what might happen from here is what are all of the intermediate options between triumph and disaster. So call high 20s, low 30s triumph, call five-ish disaster, this payment that we might get or might not the battle here. If you say, hey, why don't we just split the difference with these objectors, there were these other guys, why don't we take half? Let me do the account.
Starting point is 00:33:43 That would be impossible, and that would be impossible because any money that goes to anybody other than this current set of shareholders is then depriving of these current. And now the victim would just be reversed. I mean, if the lawyer said, we really want to get our fee, okay, it won't be a third, but maybe it'll be 10%. Let's just make everybody a little happy and spread the money around more generally. That would not be legal in any way. That would be done on behalf of Ren Rent.
Starting point is 00:34:08 And so thinking about it from the company's perspective, that would be precisely like a company saying other people are unhappy with how much our shareholders are getting. Let me pay some dividend to people other than common shareholders. That would violate the, again, if you weren't looking at this order, somebody familiar with the situation would think it's just defining terms. Dividends go to the holders. Common shareholders are treated in common. and they don't go to X holders as much as they might like money. And so the company has, in their filings, disclosed this litigation, referred to this litigation.
Starting point is 00:34:47 This litigation is, in essence, an asset of the company that might pay off or might not. But they have no right, let alone incentive to do anything other than consistent with their disclosure or what this suit was. So the fact that the share price reflected, that the owners were expecting, that the company was expecting to pay this money out to one set of people and that this would be the closure, it would not be legal for them to do anything other than that at this point. Yep. No, I 100% agree.
Starting point is 00:35:18 Let me talk about something. I want to talk about the go-for path, but there's one other unique thing that, again, I'm not a lawyer. So I haven't fully wrapped my head around all the dynamics here. But this settlement, right, Ren-Ren has, it's from the majority shareholders. they're paying $300 million roughly. And I'll just use made-up numbers to make the numbers very easy, right? But let's say Renron had 30 million shares outstanding.
Starting point is 00:35:40 So if every share was getting part of the settlement, every share would get $10 per share. But because the majority shareholders are paying the $300 million, and they said, we're going to recuse ourselves. All this money goes straight to the minority shareholders. So it would be $10 per share, but only minority shareholders get it. So it's $30 per share. And then fees and stuff, maybe bring it down a little bit. but that's the rough math, right? One issue that's been raised and one issue I've been thinking
Starting point is 00:36:05 about is, hey, it's very, it's very strange for the settlement to go, it's kind of skipping the company, right? It's just going straight, not to all shareholders, straight to the minority shareholders. And I think the judge raised some issues and the objectors raise some issues. That's still one of the things I'm kind of thinking through. So how do you think about that dynamic? I think that that's something that can be sorted out on appeal. I think that the kind of the logic of that is almost in a sense the purest way of handling this, especially that the intermediary company still has some of the people involved that cause this situation, right? Like, it's not as if there's a totally new set here.
Starting point is 00:36:46 So I think that it is kind of the purest and most logical and elegant solution as is, although I also would say it is established the acceptable settlement for everybody directly involved. And I can also just share that I'm confident that it is, as of today, still completely acceptable to everybody to show how strong a settlement it is, even after the judge pushed back, because it's possible that the judge could have actually simply by his opposition damage the settlement, right? It could be the defendant's going to say, hey, this guy might side with us. Screw the settlement.
Starting point is 00:37:33 Let's just go to trial with this guy. They have not said that. They consistently want this settlement. Given that the settlement reflects the economics that is mutually acceptable, you could on both grounds recut it nominally in a way that would restore this precise balance and say, let's do a $900 million settlement that goes to everybody and back and forth. And we could even have the company stipulate ahead of time. We will dividend that's out of the head of it.
Starting point is 00:38:03 So it seems like it's a distinction without a difference to me in that if somebody really said, I feel extremely strongly that these defendants are paid the money that they're paying. Sure. I don't need 300 now. I need 900. It's just arithmetic. And then if you said, we need this money not to go from. escrow to the shareholders that needs to go to the company to commit to send the journals.
Starting point is 00:38:27 Okay. I mean, we can we can solve for both of those things if on appeal they care about it. Great. It seems a little odd as a focus. Although I would admit in terms of where we stand today, that is something legitimately unusual about this situation that then in terms of precedent value makes it thinner. Yeah. No, that you're hitting at all the angles I was thinking.
Starting point is 00:38:53 Because, you know, one solution to, hey, you raise an important point. The defendants, they have not said, hey, I want to break this thing, right? They want this, they want this thing to go through. And a lot of that relates to what you said earlier, the attachment. They don't want discovery happening. Like, they want this settlement to go through, which I think is very important. But the other thing was, you know, one way to, I think, solve a lot of the issues with this case would just be, hey, we're going to balloon out the settlement. It goes from 300 million to 900 million, a billion, whatever. And then the defense. who go to all shareholder, all current shareholders, and then defendants just give all the money back. But, you know, there are quirks and complications there. Again, not a lawyer. I can't, I can't say for sure. But if you and I, if we were going on vacation or something, and the first day I paid for something for both of us. And then the second day, you paid for something for both of us. And we were both 100% happy to say, hey, Andrew, let's just net it out. And I was sending you a check. And some third party kind of came in. with their hair on fire and said, oh, my goodness, you can't do that. You can't net it out.
Starting point is 00:39:57 You have to have the money go all back and forth the full gross amount. My first thought would be I'm not in love with the third party that cares about something that they're not involved in when all the people who do care about it are happy with it. And then the second thing, kind of forcing the money to kind of gross back and forth, of course, the conclusion we then go to is the net economics, and if we then somehow need to replicate the net economics with gross money sloshing back and forth, fine. I'm glad I have more important things to worry about than the people who are upset about are just netting out the economics on a settlement. Yeah. One thing, so I just want to bring this out,
Starting point is 00:40:45 kind of pro of nothing, but no, one person pointed out, there was a case a couple years ago, Windstream was a telecom company, and they dividended out to their share to their shareholders, shares of unity, this company. And a couple months later, a hedge fund bought up a bunch of debt of Windstream. And then they argued for fraudulent conveyance, basically. They said, hey, you dividend out all these shares of unity. You were not allowed to do that, whereas taking you to court, you need to pay off our bonds at Pond at PAR. And no one thought they had a case, but they did win, and they got paid off at par, and they threw Windstream in bankruptcy. And it was crazy. It was crazy, right? But the one thing about that case, when the hedge fund bought Winstream's bonds, they did not own Winstream's
Starting point is 00:41:26 bond before the payment, right? They owned it after, and they went and argued, hey, it was fraudulent conveyance historically. And all the people who owned the debt at the time that the judge said, yes, this was fraudulent conveyance. They got paid off. It was not the former shareholders. And that example has just always stood in my mind for that is how capital markets are supposed to work. Like, if you want to argue something harmed you, and you need to keep owning it and you need to suit to get, you need to suit to get your money, or, you know, there are, there are class actions and stuff. But that was just one thing. I'd been thinking about a little. I wanted to make that point. I think it's an important point. And I think it brings up, here's one thing
Starting point is 00:42:01 I don't want to share with it, which is both a point about the logic and ethics of our current system. And it's stipulating that the current system is utterly consistent with our treatment of the derivative action going to us current shareholder. and why we might not want to ferment a revolution at the appropriate level, which would probably be at least appellate, if not legislative, not a judge who has a personal feeling about fairness, is this,
Starting point is 00:42:35 I would not be able to defend our rights in any way if I was not able to concentrate our position. You know, we own millions of dollars of us. If I, as an individual, owned hundreds or thousands of dollars of this, I couldn't pay for the lawyers and the resources necessary to defend ourselves, right? If you owned one share, if everything had to stay as it originally was before there was an issue worth defending, the defense would be impossible. So it's important for defending your rights that you have the ability to concentrate
Starting point is 00:43:13 the economics. And for the people who don't have the concentrated economics, the market's a discounting mechanism. So they got more from us buying their shares than they ever would have had we not seen the light at the end of the tunnel. And had we not had to, as we paid for shares, start to price that in. I think that after the judge's decision, there were a few days where the price was wacky, I think 10 or 12. I mean, we were talking about this. And the market probably probability is well less than 50-50. And I think it's much more than 50-50. that this is overturned and appeal. But when it wasn't really working as a discounting mechanism, we were part of the solution. If there was somebody who didn't want to spend their days
Starting point is 00:43:54 on event-driven special situation investing, I think it probably makes sense to either put an enormous amount of effort into it or none. I don't think you'd want to kind of toy with it, that we are the solution for the market's discounting mechanism, concentrating the position, defending our rights on behalf of ourselves and our investors, and overpaying to the people we bought our shares from relative to what we would do had we not had the ability to concentrate. Perfect, perfect. So let's talk, I want to talk timeline and maybe odds in a second, but everything we've talked about so far before we get into the timeline, odds, all that's true.
Starting point is 00:44:31 Anything you think we didn't hit that we should have hit, anything we should have hit harder that we did hit? Nothing we need to hit harder for people who paid attention to the earlier podcast or, you know, on the earlier stuff. I mean, there's a longer version of the history here. But no, I feel good about the recent stuff. So let's talk about timeline. You know, we are recording this January 6th. We're recording this on January 6th. What does the go forward timeline look like? When will, you know, obviously right now, if the judge's order stood right now, historical shareholders would get paid the settlement. The settlement would go through historical shareholders would get paid.
Starting point is 00:45:04 Current shareholders would be very unhappy from around 15, 18 or something. They would be very unhappy. So what does the timeline look like? What are we going to know more about how the appeals process plays out? Who's going to get paid all that? A hundred percent probability that at least one current shareholder would be very unhappy if the current ruling is upheld. On January 31st, there will be a hearing in front of the current judge. I place exceedingly low odds on anything substantive happening. I think it's going to be basically a status hearing. It's just a status hearing. Okay, perfect. And so in theory, we, could come back. In theory, you could come back with a new settlement or an adjustment. I believe
Starting point is 00:45:44 the current lawyers working on this have no flexibility. And the judge might have this view about who the group should be. But neither I believe nor, and I won't put words in their mouth, I have no reason to believe that anybody else thinks there's any flexibility to split the difference. Earlier on, you know, could some money have gone elsewhere? I think that that is impossible at this point. Yeah. So let me ask just real quick question. So we mentioned, and one of the nuances that we hadn't talked about, but that I had been interested before, you know, disaster struck was the lawyers are getting paid $100 million here. And the judge said those fees are way too high. I think a lot of people had looked at precedent cases and said the lawyers did great work here, right?
Starting point is 00:46:31 this was a record-setting settlement. It set a lot of new precedents. We talked about the minority payout and everything. But the judge said those lawyer fees are too high. Those need to go down. So, you know, they go down to 50 million. They go down to 70 million, whatever. That's 30 or 50 million extra dollars. It goes down to 30 million, 70 million extra dollars. Just say 50. That's 50 million of extra dollars that can go somewhere. Now, before the judge's order, my hope and expectation was if it went from 100 to 50, that extra 50 would go to minority shareholders in some form. But let's say it goes to 50 million. million extra. Could that $50 million go to prior shareholders in some form to settle? Or do you think, let me do you think like, look, as you said, company declares a dividend, I get it. It can't go to
Starting point is 00:47:16 prior shareholders or prior shareholders can't say, oh, of that a dollar dividend, I'd like five cents just because I used it in shares. Do you think courage holders would say, no, you can't have any of that $50 million? It belongs to us. So as I was listening to the hearing, and it's a little bit like if you drop a glass and it shatters and your first thought is how can I undrop the glass, like you have this kind of initial reaction to how can that thing I'm watching not be the case? And my first thought was cut the fees, pay off the objectors. And that was my just kind of just logical, immediate, how we can instantly make this thing not the case. I think that that is an exceedingly difficult solution because it undermines the whole thesis of
Starting point is 00:48:05 the implacability and the unity of this current group being the holders. I don't think we have the right to do it. I agree. You know, in bankruptcy, one of the old things is a company with a crazy complex capital structure goes bankrupt. And let's say the senior debt is getting paid 50 cents on the dollar. A lot of times the unsecured debt and the prep holders might get a penny on the dollar or two pennies on the dollar or something. It's called just a tip just to waive their newest value so that they accept and they don't drag things out for six months. You know, I was kind of thinking, oh, you give the former shareholders a couple million, just the tip to get this over with. But I agree with you. I just think you're playing for too big of odds. And I think
Starting point is 00:48:44 I just don't think there's a claim there. Before we got here, had that objector law firm come to us confidentially before filing it, I think I might have a different answer in practice without creating the storm we're in now. At this point, I think we have only the option to fight. Confidentially earlier, there might have been a little more flexibility to have avoided this situation that could have come out of lawyers. But at this point, I believe we are going to go to a hearing on the 31st with clarity from the judge, clarity from the current lawyers representing the derivative suit. And this zany situation, which is the lawyers representing the objectors, it's not the dog that caught the mail truck. It's like the dog that like ate the mail truck.
Starting point is 00:49:43 They like, they have the whole thing. And they, I think, have a very, very high probability of losing the whole thing, but they actually are going to have to do all this work and probably not get paid anything. I mean, they would probably love to be able to split the difference in some way now. So that gets us through January. So, okay, after January, so we've got the status here in January 31st. You know, who knows at this case? Because nobody thought the old hearings approved the settlement was going to be. So who knows it could be fireworks. But after January 31st, what's the appeals process look like? So it's going to be March or April. And the names are a little confusing in New York because it goes to the first directorate is the middle
Starting point is 00:50:18 and then it goes to the Court of Appeals is the name of the Supreme of the highest court, but the middle level court is a March or April, and then it will be several months thereafter for a decision. There's a little bit of flex in terms of how this is handled. New York has a couple of things that are very advantageous to appeals. One is we can automatically appeal, so there's no risk that the appeal is reject, It will go to a court and we will get heard. Currently, we're appealing on pretty specific grounds related to the record date and the group that's appealing. Here's a couple things that are at stake that's really important.
Starting point is 00:51:03 First all, with a few weeks warning, we'll find out which judges are hearing this. It would be, in my mind, favorable if the same judges that had rejected the pre-year- previous efforts to throw out the case are back in it, because then we could very much phrase this as citing you, based on what you wrote earlier, we are the correct plaintiffs. And I think that would be very good news. Chris, can we just hammer that point on a moment? I'll summarize it and you tell me up wrong. Earlier in the podcast, when you were going through the long history, you said the defendants had appealed, they had tried to get this case thrown out. And the appeals court said, no, current shareholders have standing to sue you. And what you're saying is, our hope is it goes to the
Starting point is 00:51:49 exact same judges. And these guys say, hey, you know, old shareholders want the money. And we're, appealing. And we say, look, you guys two years ago, you said current shareholders have standing sue. That's exactly what you're saying, right? Yeah. And it would be slightly less good if we were dealing with other people will still make the same case. But it would sure be nice to deal with the actual same judges. It'd be nice. But at the same time, it would be like going, I tell someone something. and then two months later they come to you and say, hey, Chris, Andrew Walker signed this lease for Rangely. And I'm appealing.
Starting point is 00:52:20 And you say, well, he signed it for Rangely. You know, he's a signatory. He's part of my crew. Like, yeah. That's the situation. Now, there are from top to bottom in terms of the middle level of the court, the outcomes, when things are, when things are unanimous or not unanimous, there's a difference between then, you can appeal it again to the top level automatically or have to request and have to have have the second appeal accepted, right? So you have a third bite at the apple, either automatic
Starting point is 00:52:55 or one that you can make a case for depending on whether it goes well or badly for us at the middle level. Correct me if I'm wrong. The middle level, it's three judges make the ruling, right? So what you're saying is if all three decide one way or the other, the appeals process would get a lot more difficult because you'd have to say, hey, we could ask them. We could ask, like if three to three guys tell you, no, I could say, then I could say, oh, can I please ask again, but they could say no to that. If it's two to one, then I can automatically get a third bite. Okay. So, so we're going to find out, do we have the same people that we had before? It would be nice. I think it would be fantastic if we did. I think it'll be okay if not.
Starting point is 00:53:35 That's, that's the first thing. Secondly, it's a little bit of flex in terms of how long. it takes them to come back, I will have the mildest bit of happiness to see a very quick decision. I think siding with us, even though normally overturning a judge would be the more novel thing, I think in this case, you know, if we just hear decisions coming out in 15 minutes in, say, May, I feel very good about that. I think that siding with us isn't easy decision. And then I get a little more nervous if it's, you know, five, six months later where maybe they were in cahoots, maybe they just have the same, let's start a revolution in how derivative cases work. Kind of as months go by, I'm a little more queasy relative to where I am
Starting point is 00:54:27 today. Could I put words in your mouth and say, I think a quick decision is likely to be better for current shareholders because current shareholders have cited a lot of precedent to why current shareholders should get a longer decision is probably more likely to be disadvantageous for current shareholders because the appeals court would have because the judge didn't really say precedent for why the record date should be 2018 former shareholders the appeals court it would take longer because they'd actually have to go find and cite that precedent most likely not that they couldn't make a ruling without citing precedent but they probably would want to do the research cite some
Starting point is 00:55:02 type of precedent or if not at least do research to back up what they're doing so a longer process. Not to say it couldn't be one way or the other, you know, judges are busy. There's lots of stuff going on. But I think that's about right. Would you agree with what I'm saying? I think it's precisely right and just stated broadly as a matter of persuasion. I always think that if you're trying to get somebody to do something, make the yes, very convenient and simple and make the no kind of a convoluted, complicated one. I think we've done precisely that here. If you just say, okay to us, you could just in a day or two flip around a very normal cited decision. And you would, I think, have to quite rewrite an explanation
Starting point is 00:55:40 for why this judge is doing this thing. It's possible, but that could be a six month process, not a month or two. And then there's a third issue. There's the length of time to who gets it. And the third issue that I'd like to bring up between now and March or April is we currently have a specific appeal on a specific issue regarding the record date
Starting point is 00:56:03 and the class that I think is a pretty crisp, clean, specific one. It is under consideration to take a different route than that. And I'm satisfied with the current plan and open to going with the current plan. Something else we might do instead is simply open up the whole thing and say, we are appealing this entire thing, the legal fees that every single syllable, just because the hearing in order had gotten so toxic. We really don't want any shot of it going back down to this court where somebody could nuke it. And there's probably some ways that, in the case, I'm not sure I want to explain all of these in case he hasn't thought of it and then he hears this and things of it.
Starting point is 00:56:49 He could nuke a few different things that he hasn't done already. For example, he could go back and say, I changed my mind on the escrow in excess of the 300. A lot of our negotiating leverage here is the 500 in escrow attachment. He could say, I'm the judge. I'm unattaching that now. I hate these guys. Screw him. He has not done that yet.
Starting point is 00:57:08 That's one of the things he hasn't done. To prevent a tit for tat instead of this very specific appeal, we could just appeal the whole thing. And so that's not a decision that's been made yet. That's not a filing that's been made yet. But just brainstorming what happens between January and March that's kind of on the table as well. Okay.
Starting point is 00:57:27 Okay. So I think we've laid out timeline. I think we've covered everything. Anything else that you want to cover here? I mean, I think we, oh, you know what, I guess the most important thing, you know, obviously we've talked about we have a position. Right now, the stocks at 18, you know, the original settlement was about $26 per share plus $3, $5 of stub value, whatever you want to call it. So you can make the math easier and say, we win on old terms, the stock was worth 30. We lose the stocks worth five. At 18, you're probably about 50, 50 for if the appeal works out or not, right? So what, what kind of odds would you put on this? appeal working, current shareholders winning, that type of stuff? Sure. I would, and then it works out just approximately a couple more bucks if we take it out of the
Starting point is 00:58:14 lawyers. So, you know, 26 becomes 28, within an order of magnitude of that. I think it is a broad range. The three legal standards are, is something preponderance, roughly more than 50-50. Is it clear and convincing? roughly two out of three, or is it beyond a reasonable doubt, 95 or so? I think this is absolutely a preponderance. I mean, a table pounding to me clear that it is more than 50-50 that this order is overturned.
Starting point is 00:58:47 One way to think about it is, were I on the appeal bench, having read already all of the facts that they will get, I have a hundred percent chance that I would reject the order and no ambiguity in my mind that that is correct. And then the question becomes, how much do I then discount what I am certain that I believe the correct decision would be at the appeals level? And then you have to discount that somewhat. I come to the conclusion that I discount that about 10 percent. I mean, I think it's 90 percent chance. But I think the kind of range of what would be reasonable is north of clear and convincing. So north of, you know, two out of three, three out of four, four out of five, five out of six, you know, kind of somewhere in that range.
Starting point is 00:59:32 I never really get more than 95% sure of anything. So I don't like talking about investments where we're like, are we 97 or 99%? Like, I'm not 99% of anything. Weird stuff happens. And this case is a great example of humility and the necessity of humility. I didn't give any odds that this judge would give this order when he did. So people can miss important things all the time. I missed that.
Starting point is 00:59:59 And so in a world where I can miss that, I can miss the next thing too. Not to pile on, but let me add one more bear case pushback that has been top of mind for me. So do you remember 2019, early 2020, Sprint and T-Mobile had a deal to merge? And the DOJ approved the deal and a bunch of state attorney general sued to stop the deal. And they said, look, this is a four to three merger in wireless. The wireless industry will be way too concentrated if this happens. And I think you and I and a lot of people looked at the state's argument and we said, oh, you know, the DOJ sued to block AT&T Time Warner. That was, I knew a lot of people who thought AT&T Time Warner shouldn't go through.
Starting point is 01:00:42 I knew a lot of people who thought T-Mobile and Sprint should go through. I didn't know anyone who thought AT&T Time Warner should be blocked and Sprint T-Mobile should go through, right? So I think a lot of people looked and said, all right, the antitrust government, the antitrust division might be a little politically compromised. They might have sued to stop 18 Tea Time Warner because Donald Trump didn't like CNN. And they might have approved Sprint T-Mobile because Donald Trump really liked SoftBanks South Bank, who had a huge position in Sprint and had done a lot of lot, right? So I think we looked at that and we said, oh, I think more likely than not, the judge is going to side with the state attorneys generals and say this deal should not go through based on all sorts of reasoning. the companies were changing their reasons for why this deal should go through all the time
Starting point is 01:01:28 because I think they knew they had a kind of weekend. And it came out. And I think it was February 2020, the judge said, no, I side with DOJ. This deal can go through. Sprint stock, which had been pricing in, I think like a 40% chance of the deal going through. Sprint stock is up 120% in the day. And in hindsight, I look at that and say, of course the judge is going to side with the DOJ. Like, have you ever seen the judge not side with the DOJ when the DOJ wanted to approve the case. Like, I kind of said, oh, maybe my base rate should have been, this gets approved, like what judge is going to go with attorney generals over the state? So my question to you would be, a judge just made an order. Like, if the DO, if the appeals court came back and said, yeah,
Starting point is 01:02:07 we side with the judge on who should get this thing, like won't be looking out in back in hindsight and saying, oh, well, you know, it kind of was the base case. Does that make sense? It does. And to add to your base case, the judge doesn't have a particularly high rate of being overturned. Not a great statistic because he doesn't have other corporate cases like this. There aren't corporate cases in New York that much. So they're not good precedents. And many of the things that were appealed were just kind of procedural. And so it's hard to look at statistically. I was just going to, a lot of judges are politically, are, you know, they're elected. And you have some judges who are elected and have a political agenda. And they'll get
Starting point is 01:02:53 overturned all the time because they're just ruling with their political agenda. And a higher court will say, no, we've got a law to protect here. So what you're saying is this judge isn't like crazy just trying to spew an agenda. So that supports your view. Now, to undercut it in a couple related ways, he is elected and the appellate judges are appointed. So from here on up, we're dealing with people who I am more sure are going to go based on facts in the law versus their feelings their personal feelings of fairness, number one. And number two, I struggle to find a very coherent political narrative here. You know, if I am in some big asbestos or tobacco or you're dealing with opioids, I can say, okay, stipulate that there's going to be a progressive
Starting point is 01:03:45 narrative that might conflict with certain investors' interests. There really isn't a obviously progressive case one way or another, but if I'm trying to read into where the energy comes here, it is one where there is this discomfort with anybody who is opportunistic or sought out the situation we're in, where there are other people who had stumbled into the risks and rewards organically. And there is a lack of sympathy for the former and a sympathy for the latter, which I believe is a kind of personal feeling is not something that is addressed in the law or in the facts here. So if I do think that sure, you know, maybe they're friends. It's this guy's job to make an order and he made it. Let me undercut it one thing further.
Starting point is 01:04:45 which is it's very clear in statute what a judge's job is in a settlement, and it is to accept or reject the amount. There is not in New York statute precedent for the judge to get involved in altering the substance of a settlement the way he did. So by analogy, if you're getting married, I can run into the church and say, I object, but I don't then have the right to say, and here's this other unrelated person who I now require you to marry. Because back to the logic at this point is he's basically, there's two sides, both of whom want to settle. And he's saying, you uniquely have to not do that settlement.
Starting point is 01:05:36 So you are this like second class citizen. Anybody else in the world is allowed to voluntarily settle with this other party. but you can't do that. You have to do this other thing. That's unusual. I have been wondering if this opens the door. And again, I'm not a lawyer, but I have been wondering if this type of ruling, if the appeals court worries like, this opens the door to judges just coming in and saying, oh, well, we know you had a bankruptcy settlement or whatever. But you know what? I really like the unsecured creditors more than the secured creditors. And so I think the unsecured creditors, instead of getting 50 cents on the dollar should get 60 cents.
Starting point is 01:06:11 And the secured creditors instead of 100 should get 90. And that's just how I feel, because I feel like the unsecured creditors, I like them more. And I know that's a little flippant, but I have been wondering if that opens the door for that type of discussion. And that's one of the reasons why the appeals court has to shut this down because you've got a settlement with all parties involved. And he just completely overturned it. Chris, this is running good. I want to take very seriously the concern about is it just formulaic that you would. approve the judge's order. Something in terms of the just politics and the kind of game
Starting point is 01:06:47 theory dynamics here from the appellate level that I think gets stronger as you up and up is that even stronger than politics than party or ideological politics is the institutional prerogative to protect and strengthen your own entity, which in this case is the New York courts in New York law. I think that a decision to uphold this judge's order will be the last corporate law decision that New York ever sees. You know, you'll be back to doing DUI cases and so forth. I think that it goes, you know, Delaware is the majority. It'll basically say, we can't use New York anymore. So I think that if there was anything other than law and precedent, which I believe is, completely on our side, that would affect how you would think about this case.
Starting point is 01:07:43 It would be for New York to have a real role in corporate law, this order would have to be undone. Perfect. Well, Chris, I want to wrap it up there. We've been running long, but I will give you any last thoughts. I asked this earlier, but any last thoughts on timing, probability, anything that we haven't hit that you wish we had or anything we kind of skimmed over that we, you, you, you kind of skimmed over that you think we should have hit harder?
Starting point is 01:08:06 No, I think that the brainer that we've dealt with as investors is a sizing one. You know, it kind of hands you. There's an upside. There's a downside. There's a probability you're going to get what you get. And so one sizes it accordingly. I don't think this is a situation where you have to have any particular reason where you have to deal with options or anything more exotic than just place your bets.
Starting point is 01:08:28 And then we'll see what happens. Perfect. Well, look, 75 minutes. I think we did a fantastic job. We hit so many different aspects of it. I'm surprised we got through so much. I'd encourage anyone, you know, if you want more background on this, please. The prior podcast is in the show notes.
Starting point is 01:08:43 I'd encourage anyone if you want to see, you know, Chris wrote best idea of 2022. Wren, I'm going to include a link to the show notes. He's got a lot of the precedent cases cited in there. He did great work there. So I'd encourage anyone to go check that out. And the last thing I'd encourage is Chris and I, as we said, we're not lawyers. We're open to hearing other arguments, other precedents. you're listening to this podcast.
Starting point is 01:09:03 It's not going to be hard to figure out how to contact either Chris or I. So if you've got a divergent opinion or if you've got anything that's kind of as juicy as Ren-Ren that you're looking at, reach out to us. We'd love to hear from you. So with that, Chris, unless you've got anything, I'll wrap it up. I have nothing to add, as Charlie says. Hey, this has been great. I'd say I'd look forward to having you on in six months talking more Ren-ren,
Starting point is 01:09:22 but hopefully in six months it appeals current rules in our favor and we have nothing to talk about. So we'll just have to talk about the next one. We'll be on the beach or somebody. we'll have some exotic background of some fancy resort or something we'll be talking about. Chris Smith, it's been great having you on and we will obviously chat soon, but thanks again.

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