EP25 - The Spectrum of Fiduciary for ESOPs - interview with Rick Pearl of Faegre Drinke

Welcome back. This is the ESOP Guy. Thanks so much for tuning in today. We are on a journey to an ESOP. This podcast was produced to really help and provide a resource for those that are thinking they might want to consider an employee stock ownership plan for their business. Um, if this is your first time joining, I just wanted to say thank you so much and welcome. If you are interested in this podcast, we have a lot of different episodes. We're actually in season 2, and you can find all of our episodes at journey to an ESOP.com. So to kick off today, I wanted to kind of say that one of the topics that gets, you know, thrown around or talked about quite a bit in the ESOP community is this idea of being a fiduciary. And I think sometimes words get spoken and, and we, we kind of assume or sometimes we all assume different things that we know exactly what that means. Today, what we're going to do is is get into more detail on, on fiduciary. Uh, this episode is going to be entitled The Spectrum of fiduciary liability. And to do that, we, I thought it would be really good to have some, an expert with us and the expert today is Rick Pearl. He's with Fager Drinker. And they're an ESOP attorney firm and Rick's background is, is strongly in the fiduciary side. And he's gonna help us explore this issue and this topic and really provide some clarity. So with all of that, Rick, I want to say thank you so much for being on our podcast today. Thank you for having me. Awesome. So, so as we get into this, um, it probably be good for, for everybody to kind of get a better feel for, you know, who you are, um, and your ESOP experience. Can you give us a brief overview of your background and, and where you focus in on the, in the ESOP world? Sure, I am an ERISA and ESOP litigator and counselor, and I focus principally on fiduciary issues, prohibited transactions, and disputes involving valuations, so that's usually the ESOP transaction can also be the annual valuations as well. I began as actually an insurance coverage litigator, so from the time I was actually in law school as a summer associate until several years after that, many years after that, I represented policyholders in insurance disputes about the meaning of insurance policies, the scope of insurance coverage. I was thinking about this today as I was preparing to have this talk with you about how that work involved a lot of contract interpretation, understanding the terms of agreements and making sense of every word in a contract, and I think when we speak a little more in a few minutes. I can explain how that sort of spilled over, I think, into how I handle fiduciary issues under ERISA, but I was doing insurance coverage, did some commercial litigation, and when I was still an associate, I got my first role in an ESOP case and as you know, you can't really just dip a toe in the ESOP world. Uh, you gotta, you gotta understand it. And then from there I decided I, it was something I wanted to focus on and that's how I ended up where I am today. Hm. Awesome. So, um, when, when you say ESOP litigator, let's talk about that a little bit. What, what, you know, some, some people are in this podcast, they don't, they don't even have an ESOP yet, you know. So what do we mean by um the litigation side of the ESOP world and, and how does that work, you know, in terms of your, your day to day workload that you're doing? Sure, I actually divide the litigation into sort of two aspects, and one is the traditional litigation that everybody would think about when you hear that term, and that's a lawsuit or some type of dispute, some type of adversarial process. It could be a Department of Labor investigation. Involving ESOP issues and usually it's it's the more complex broader plan-wide issues as opposed to say the individual participant who files a claim for benefits and says, you know, you underpaid me by $100 or something. Aside from that, um. Any major issue affecting ESOPs I will represent clients, and that could be company side, could be boards of directors, ESOP committees, could be trustees, service providers, provide representation in those adversarial disputes. Then the other aspect is, is it's more of a counseling sort of the front end addressing of these issues and the way I get involved is. If there is a hot litigation issue or a question of fiduciary responsibility that comes up, there isn't a dispute, but it comes up. Oftentimes the experience that litigators have can help in forming the procedures to address those before they become issues, and we Have litigators have the experience with how plaintiffs' lawyers or even judges may be looking at certain issues, may be interpreting certain documents, and some of that knowledge can be helpful to, you know, the counseling side and the plan management, fiduciary management side. Yeah, that's interesting. When you, when you um get into some of the examples of things like, you know, when we talk about adversarial disputes, um, One thing, one thing that like, we need to lean in a little bit on is the reality that there are, as an ESOP gets created, um, the Department of Labor regulates it. And if there's an issue, when we, we start thinking about it, it's, it's kind of like the the risk starts to kind of be materialized, right? So when you get an example, you know, of an adversarial dispute, give us kind of a little bit of a, a background on something that might be, you know, a typical ESOP company that goes through. Um, a, a typical type of dispute that you'd have to deal with, an example of that. Sure. Right, so I would say the highest profile, highest dollar disputes are the disputes over the initial ESOP transaction. So I'll assume that most people are generally familiar with how that works, but just to give a high level overview and explain where I come in, the initial ESOP transaction involves typically 3 sets of. Parties you'll have the trustee who represents the interests of the ESOP, the company that's establishing the ESOP and then selling shareholders whose stock is going to be purchased either directly or through some indirect mechanism. There are different ways to structure them, but ultimately stock is going to end up in the trust that the ESOP needs to be purchased or from the selling shareholders somehow. So you have those three parties. Um, the, the ESOP trustee will represent the ESOP and approve a price and the terms of the transaction. That is that is subject to challenge under the rules of ERISA by participants and by the Department of Labor. There's less of a risk to the company side, but there still are ERISA potential obligations on them and certain. ERISA, there's certain remedies, certain ways in which they can be sort of secondarily liable. So so disputes over the transaction that alleged, say that the ESOP paid too much or the terms were unfair to participants, you know, those would be disputes in which I would represent clients. Same with the sometimes you have an ESOP that's the company that's selling and it's going to be the termination of the ESOP and sort of the winding down of its affairs. That also is a transaction that involves, you know, a setting of a stock price and approval of contractual terms, deal terms that's subject to attack those. Those transactions involve a lot of discretion, a lot of discretionary decisions, and typically any aspect of an ERISA plan that involves discretionary decisions, you can imagine that there are different viewpoints on what it means to exercise that discretion. Reasonably or prudently, and there are in fact many different opinions on that, and that leads to quite a bit of litigation and quite a bit of, you know, DOL scrutiny over those decisions. Yeah, which is in a sense, you know, this is why we're doing this one. I want, I want to, you know, expose the world expose the listener to like, hey, this is, this is a reality, the reality that the ESOP that you create could be. Under scrutiny someday and the Department of Labor may have an issue. Um, the process of going through an ESOP, it's really, I, I would just kind of like, you know, take a sidestep and say it's really important to do the planning really well and have the right advisors to get you to that point. Not to say that's gonna give you a 100%, you know, um, Invisible, you know, you're not gonna have, you're not gonna be invisible to the Department of Labor at that point. But you will have, you need to have confidence that your ESOP deal has been structured to where you're not falling into what Rick's talking about that category of, of the ESOP paid too much. And so, um, those are just things that I think, you know, as we, as we talk about it, I think we wanna, we don't wanna like say that this is always gonna happen. And, and I wouldn't even know if you know the, the statistics on how many ESOPs, you know, have a claim or whatever. Uh, do you have that right? I don't, but I can tell you that generally the more money, the more scrutiny. So you have some smaller ESOP deals that occasionally you'll get some scrutiny over something and it it can be easier to resolve those disputes or, you know, disagreements, whatever it might be, than it would if it's a multiple hundreds of millions of dollars of transaction. And you become a target, and I think a target not from the perspective, you know, people may be thinking, people who maybe aren't quite as familiar with sort of the litigation landscape of these cases you may be thinking, well, look, there really isn't, there shouldn't be much of a difference between the $300 million transaction and the $5 million transaction, but the reality is that if you, if you are a plaintiff's law firm and you sue the $300 million transaction, the potential recovery is higher and the attorneys' fees are higher, and that that just makes it worth their while. I'm not suggesting that. What I mean to say is that you wouldn't expect lawyers to be doing their work for free and If if it's a $500,000 transaction and they have to spend 3 years litigating it, it just might be a loser for them. So I don't want to cast aspersions on the plaintiff's bar, but just to say that that's a reality in all areas and I think that that's kind of what I wanted to talk about and it's just common sense, right? It's it's not even disparaging anybody. It's just, you know, that's kind of common sense, so. I think a lot of like, when you look at the averages, a lot of these ESOPs won't even ever have to think about that. But it, but I think it's important as we as we kind of think about that as an example, um, obviously, this is, this is out there and Rick's, this is the kind of work that Rick is doing to defend ESOPs in different ways. Um, let's move on to like the idea of when we say fiduciary, and we're talking about that specifically to related to ESOPs. Um, can you give us a basic understanding of what that means, um, just so that we have, we kind of start with with good definitions. Sure, so ERISA, um, I think there are two aspects to figuring out what it means under ERISA to be a fiduciary. The first is, you know, who is considered a fiduciary, meaning, you know, what person or what entity, what committee, and you know, to what extent I should say as well. So a person can be a fiduciary for some purposes but not for others. And then the second question is, well, if you are a fiduciary, what does that mean? What does that require of you? What's sort of the standard that you have to follow? So under ERISA, the first question about who is a fiduciary is answered in a specific provision, and it essentially says that anyone who exercises discretionary authority, and that means final discretionary authority, really the decision-making authority over plan management plan. or the handling or disposition of plan assets, plan money, that person is a fiduciary. Then the question, and by the way, that does not require a specific title. You don't have to be specifically identified. There are many, many cases and instances where people have inadvertently assumed fiduciary. Status, not wanting to. The intention may have been for them not to, and it may even have been expressed in documents that they would not be, but once they start exercising discretionary authority, then upon that person's shoulders falls the burden of all of the obligations that ERISA imposes on fiduciaries. So The the fiduciary obligation under ERISA, ERISA is interesting in a lot of ways, and one is that it principally regulates benefit plans by regulating the conduct of the people who are characterized as fiduciaries. So rather than when you read through ERISA's fiduciary responsibility subsection, there's there's actually a part, it's called a part 5 or part 4 of a specific ERISA subtitle. That sets forth all the fiduciary responsibilities. Many of those provisions are very, very short and very, in my opinion, they mean almost nothing on their face. They're, it's almost impossible to really figure out, well, what does this really mean? So for example you have A principal provision in ERISA, the prudent person standard of care that actually it's there's a subsection within which that prudent person is contained, but that section says basically two things about fiduciaries. Number one, you have to act. Exclusively for the participants to get them benefits and to pay the reasonable costs of the plan. And number 2, you have to act with care, skill, and prudence. That's essentially it. So figuring out then that that word exclusively is a pretty big word, right? I mean, if I am wearing multiple hats in the company. And I'm the trustee, internal trustee, for instance. Um, but I'm also doing other things for the company. How do I, how do I do that exclusively? I guess that's the, the first thought I had. So the first step in that analysis is to identify what decisions are ERISA plan fiduciary decisions and what decisions are not. And that is going to get you in, in instances where there are disputes that gets you about 90% of the way to the answer to the question because ERISA is structured in a way, and Congress intended this, that corporate, you cannot have an ERISA plan without having people who wear two hats. There necessarily are going to be those who make executive corporate decisions and those who then have to make some ERISA decisions. So if you are making a decision that is not a discretionary plan management administration decision, and there's one exception I'll talk about in a second, um. Including decisions about amending the plan, terminating a plan, you know, adopting a plan, those are settler functions, those are non-fiduciary, and the case law is really clear on that. If it's a non-fiduciary capacity, a corporate capacity, your decisions can be adverse to participants. They can harm the participants. It doesn't under ERISA, it doesn't matter. You are not governed by ERISA. Once you have a decision that starts treading into that discretionary plan management, plan administration, plan asset decision making. And you have the fiduciary hat on, it has to be solely in the interests of the participants. What that means now that doesn't mean like, for example, you may have a decision to make on behalf of the plan whether to engage in some kind of transaction or hire a service provider. Well, the other side to that is going to get paid and may benefit. That's fine. It's really on who are you focused on when you're agreeing to those terms. It doesn't matter if somebody else happens to benefit or, you know, that's OK. So it's really the line there is, is, is drawn between when are you wearing your corporate hat and when are you not. And as I said earlier, you can be a fiduciary for some purposes but not for others. So um. You know, some plans have fiduciaries for very, very limited purposes, and if they're not serving in that purpose, then they have no role in any of the other fiduciary decisions of the plan. It's not their obligation. They're not responsible for anyone else's decision generally. Yeah, no, I mean, so, so kind of talk about, let's just talk about like the specific roles in the company and let's, and let's, so we're not. Um, merging everything too, too much when we think about, cause some people don't really know like, who does what. And so if we just take it to the, the ESOP company and we go, we go focus in on like, who, who's doing what. Let's talk about like first off, who the, what the roles are and who they are. So you have the people that are running the company, the board of directors, your president, your, your leadership group, you have um the trustee, um you have um ESOP committees that are kind of designed for ESOP culture and things like that. Um, what other roles do we have that I didn't mention, like in an ESOP company? As far as um fiduciary capacity or just generally I think generally and then I think we're going to talk about that generally and then we're going to go into the fiduciary issues related to those specifically. OK, so yeah, that's right, you would have the company or the board of directors. Would be the principal named fiduciary typically and that's a term under ERIS so that's the person or entity that's identified in the plan as the primary person or entity having fiduciary responsibility over the plan. Um, then you would have different, if it's a company, by the way, uh, it automatically defaults to the board of directors, directors to act on behalf of the company. So it would be the board of directors. You know, enacting the will of the company, so the board would be the fiduciary for some purposes. Now those purposes depend really on what then what duties are assigned to others. In an ESOP company and in many other types of plans, you have a trustee. The trustee has very specific responsibilities. Once those are assigned to a trustee, the board no longer has responsibility for those. They are solely the responsibility of the trustee. so so we can get into more detail if you'd like. So the others would be like the ESOP committee. The ESOP committee is is typically assigned, like you said, fiduciary could be non-fiduciary, but fiduciary responsibility over discretionary decisions about, you know, planned communications to participants, things like that. So solely with respect to those issues, they would be the fiduciary. You can then you have those who typically are not fiduciaries, but you'll find them in ESOP owned companies, record keepers, other types of service providers, maybe sometimes you have companies that assist with employee communications. You may have people who assist with claims. You have the financial advisor to the trustee that assists with the annual valuations and the. in connection with the transaction and then you have legal advisors. You can have legal advisor to the company on ERISA issues and you can have separate legal advisors to the trustee on trustees, fiduciary issues, and other issues that the trustee might need legal assistance with. So that's generally the group, you know, again, the principal fiduciary responsibilities when it comes to like major decisions. Are the trustee, that's like all matters of valuation decisions, final decisions for engaging in transactions, setting the annual valuation, things like that, and then the company or ESOP committee for some of the like you said, more internal communication things like that. Then there's this this one area that Uh, maybe we should talk about a little bit because it does affect it it affects companies and boards and even selling shareholders to some degree. And that and that's this ERISA duty to monitor. So somebody has to hire the trustee, and that decision, the decision to retain a service provider to provide services to the uh to the to the plan, that's a fiduciary decision. Um, so once the board or ESOP committee hires the trustee, the board or the ESOP committee has this continuing duty to monitor. Um, now what that means is it, it's it, so this one I'll circle back real quickly to this, you know, act with the care, skill and prudence standard. That provision in its entirety actually says a little bit more, and it's important information that doesn't get any focus in a lot of cases and enough focus in a lot of cases. And what it says is a fiduciary has to act with the care, skill, and prudence of a person. Familiar with such matters under the circumstances then prevailing in an enterprise of like character and like aims. So interestingly, the definition of the standard of fiduciary conduct in ERISA, the majority of that standard is not prudent or not act with care, skill, and prudence. It's the qualification to that. It's the context. It's telling you. You have to act with care, skill, and prudence, but we have to consider #1, what type of plan this is. #2, who are you and what's your role in this plan? And number 3, what specific decision are you making? And all other factors, all other contexts that's supposed to inform that. And the reason I bring that up is if you let's think about an ESOP transaction where you have a board of directors that is an adverse party to the ESOP for purposes of that transaction. I mean not adversity like they're fighting, but adverse meaning there are opposing parties on other sides of the table. You have selling shareholders who are an opposing party. The board of directors appoints the trustee and has this duty to monitor. So there have been arguments made in litigation that if you are a board member and you appoint the trustee and you're also selling shareholder and you have to monitor that trustee, well, go over to the trustee's house every day and knock on the door and and and go through their work line by line and make sure they're doing it right. That to me is absurd, and the reason is because of that qualification language in the standard of fiduciary conduct, you have to consider the fact that these are adverse parties. You're not supposed to be meddling in the affairs of the trustee. I said earlier that once fiduciary duties are allocated or given to one fiduciary and another one doesn't have them, which is the case of the board and the trustee. The fiduciary that doesn't have responsibility for those issues has no liability, no responsibility at all. You don't meddle in it. You don't get involved in it. You're not supposed to. You don't step over the line. So in that context, to me, what I think the duty of monitor means, and there are courts that have said this in other contexts, is you, you appointed the trustee. All you have to do is Just conduct whatever is reasonable under the circumstances to say to yourself, do I fire this trustee and get another one? So, for example, What if the trustee just never shows up? Well, yes, it's probably a prudent recognizing that you're on the opposite side of the table. You're negotiating against each other. You know, it's from that perspective, it's probably prudent to say, you know what, I need to fire this trustee. So where the trustees showing up and doing their work and hiring the advisors, you know, that that's sort of the nature. These are all factors that that that that inform the discussion of the scope of the fiduciary responsibility. Yeah, so to break that down a little bit, I think I first off, excellent overview like Rick, I mean, you're, you're covering some big areas. The board of directors, without appointing the trustee has that responsibility. But once they appoint the trustee, they have now taken care of their fiduciary responsibility by assigning it to the trustee. And so now they are no longer fiduciarrily responsible for that aspect of the ESOP. Is that That's exactly right. Is there, are there, once they've done that, is there, are there any other fiduciary responsibilities that the board of directors would have? Um, with respect to the EAP transaction, there may be some things like employee communications that they could assume, but generally, no, generally the answer is. When it comes to the major decisions about an ESOP transaction are going to be made by the trustee. If there's anything left over, it may be a case by case thing, but you know, the board's obligation at that point is in its corporate capacity. It's non-fiduciary. It's negotiating against them that that that fiduciary hat is really only to look from across the table and say any reason I should fire this person? No, OK, then they, the trustee is. You know, again, the the the the litigation trend, and I say trend, I mean sort of the allegations trend. I haven't seen as much in court cases, but the trend is to, to really require the board to step over the line and start invading. You know, the province of the trustee, and there are many reasons to say that that's wrong. There are other cases in other contexts that say that that's wrong, but, but the, but the fact remains, you know, you have to do what's prudent to make sure that you're comfortable with that. Remaining without, without crossing the line and and going and looking at the work product of your opposing party across the table to you for you know, yeah, and I think one of the things I would comment on, and it sounds like this is what you're saying, if I'm a board of director on an ESOP company and we've hired a trustee. But we're not hearing from that trustee at all. And, and I think one of the things I see is trustees are super busy, right? Um, but, but my, if I'm not hearing from him at all, then I really need to stop and say, look, you know, it's been a whole year. They don't, they're not really interacting with us. We probably need to investigate and say, hey, what's going on? And then maybe take action. Then, then I'm doing my fiduciary responsibility. I, that's right. It has to be something along the lines of, you know, fairly obvious for it to cause that type of problem. I say fairly obvious, you know, I, I, I don't want to go too far out there, but, but really you just have to account for the real world implications of that. Like you, you can't start meddling in what the trustee does. And there has to be some sign that if you put 10 reasonable people around the table, all 10 would say, yeah, get rid of that trustee. They're not, there's no way you can keep them. Yeah, that would have to be the standard. Yeah, yeah. Well, now let's let's like now we've got a company, we've created an ESOP committee and I'm and I'm maybe just an example. I'm creating this committee because I really want my company to maximize the ESOP culture. Their job is to, you know, communicate out to the employees, what's happening with the ESOP. Um, where would they be, you kind of like, you kind of hinted to that they they have some fiduciary responsibility. Where would they be, um, if they didn't communicate correctly or what, how would they actually be tripping on something from a fiduciary standpoint for that committee? Right, so if you have a committee that's handling the communications and something goes awry, um, And there there can be, you know, you can debate what's appropriate communication and what's not, but let's assume that that something just goes awry there. The, the question for me, and I'm sort of answering this from the end and I'll I'll work my way back to explain why I'm doing it, but the the question for me is, well, how does that harm people because ERISA doesn't really have It does, but they don't have a lot of, you know, muscle to them. There's not a great way for participants or plaintiffs' lawyers to get money out of a communication lapse unless it really caused damage, caused the financial injury to participants' accounts. Um, it can happen, and there have been cases like that. Uh, but aside from that, then, you know, you have some obligations under ERISA to provide documents to people, to provide disclosures. Some of those are fiduciary obligations, some are just statutory obligations, um, but what, what I think. committees need to be aware of is just generally if there's if there's a situation that involves money in particular investment decisions, transaction decisions, you know, voting by ESOP participants have passed through voting on matters, you've got to think that the communication. Um, to those participants might be and often is, you know, part of the overall prudence of managing the plan and administering the plan is making sure that There's sufficient information under the circumstances to give to the participants that they might need in that particular situation. So unfortunately there's not a real clear answer to those. I think, you know, and I get that because it's. Right. And but I think one of the things I, I immediately always go to and I think ESOP committee culture committee, is, is we kind of say it's the fun committee. and so you put all your, your people that just are creating the parties and stuff. But you really need to have somebody in that committee that is extremely detailed and responsible, um, administratively and and understands ESOPs, especially like you said, if it's a voting issue. And they're responsible, um, and they don't get that out correctly, then that could be a fiduciary problem for them. Yes, and that is a really, really, really good point is that There are ERISA aspects to any benefit plan and ESOPs, of course, um, that people aren't sensitive to and, you know, if, if, if you are not familiar with those. I don't expect, and that you probably agree with me, I don't expect anyone to just figure them out or just have that sort of pop in their head. You have to, you have to know them, and you are 100% right that there can be ERISA implications to decisions that are made by committees that the committee members, they may be wonderful for a lot of other purposes, but when it comes to the sensitivity to those, they just may not have the experience, and that's a real pitfall. Yeah. Yeah, so I think that's, so as we, as we start thinking about the order of, of fiduciaries um in an ESOP company, you know, honestly, before we had this, I, I don't, I wasn't thinking much about the committees at all. I, I just, I always think trustee immediately, but um I think that if I had to, if we had to order it, we'd go, board of directors appoints their fiduciary to the trustee. Truste is now the primary fiduciary. Then 2 of them is the ESOP committee. And then outside of that, is there any other fiduciary responsibility in, in the company because we have this bucket of non-fiduciary advisors and third parties that don't have anything to do with fiduciary responsibility. Is that kind of true? That, yeah, typically, typically the case, say for the situations where somebody steps over the line, you know, an adviser or something just makes a decision or is making the decision, you know, something like that. But yeah, those would be the three principal bodies that you would see, you know, maybe claims handlers, administrators, but that's usually a plan side thing like a plan or Uh, the company will, will have an administrator or, or, or maybe a third party will help with some claims and the trustee can assist on some of that, but that, that would probably fall, you know, within those, somewhere within those three. So the the consequences of being a fiduciary would be that if the trustee is found, you know, to be liable, what does that mean for them, you know, personally, when it comes down to a claim for an ESOP that has a problem. Right. So ERISA has a provision that says a fiduciary who breaches. Any of the fiduciary responsibilities is personally liable for losses, and it says to the plan, it's technical issue, but, but basically economic damages to a participant's account or the plan account. The fiduciary is personally liable for those. Yeah, so that's pretty scary. I mean, that's why, you know, not everybody wants to be step into that role of being a trustee, um, or if they do, you better be really. Pretty sure that that's, you know, you know what you're doing kind of thing. Um, I think the deeper thing too would be to make sure that your employee, um, committee that we just talked about, the ESOP committees, would understand that, that it's the same thing for them, right? I mean, they're still personally liable. Yeah, there's there's a gray area, I think a bit of a gray area. If you have a committee that's a fiduciary, what does that mean for the individual members, but generally there is personal exposure. I wouldn't say that they're immune from it, but yes, it can be both the committee and the individual members. Same thing with the board of directors and if it's an institutional trustee, you usually don't get to the individuals for the entity, but anyone or any entity that is a fiduciary can be personally liable, and that also raises the importance of not only understanding your business and what you're doing, but insurance indemnification, having measures in place to protect you. For sure, yeah, which is Another podcast, but um I just wanted to kind of throw out when we talk about it. I wanted to kind of like, you know, seal it up with hey, this is, this is why it's, it's maybe a bigger issue. And and the reason why they're, they're so severe is that they're basically protecting the apartment leaders trying to protect the The people that have these retirement accounts. And so that's why it's a, it's a pretty serious issue. So, um, I, my goal here today with, with Rick was really not to scare everybody but just lay out like the facts and just say, you know, you have to understand what the facts are, um, as part of thinking about, you know, doing an ESOP. So kind of my, my thoughts, my final comments are just Definitely, you know, the more you know about ESOPs, the better. So continue to listen, learn, and ask your advisors these questions, um. You know, people like Rick that do this, you know, full time in the litigation world, I mean, they're very good resources to, to understand how to create and build the plan the right way, how to make sure that the right people are appointed in the right places. And, and then again, like you said, like, how do you protect yourself? So those are things like with insurance, um, things that just will be helpful, you know, as you start thinking about your ESOP. So, any, any final comments, Rick, from your standpoint? I think you made a lot of really great points and, and I very much appreciate being a part of this. Thank you. Oh, it's great. Great to have you today and look forward to, you know, future conversations. Um, with that, we just wanted to say thank you for, for joining the podcast today. If you, if you like it, please subscribe and share it with a friend. Have a great day and we'll look forward to the next step on this journey to.