EP36 - Interview with Andy Daly and Stephen Eide - ESOP attorneys from Minneapolis, MN

Welcome back. Thanks for tuning in. I'm the ESOP guy and we are continuing on this journey to an ESOP. This podcast has been produced really to help folks that are thinking that they might want to convert their business to an ESOP, an employee stock ownership plan, and it's been produced to really provide information, relevant information to work through the process of creating an ESOP. If this is your first visit to the podcast today, I just want to say welcome and thank you for joining. Some of the podcasts that we've done over a period of time have been interviews with ESOP professionals from all sorts of, of different disciplines, including independent trustees, attorneys. bankers, insurance folks. So if you're interested in any of those or other topical ESOP, um, episodes that we've had, go to our website at journey to an ESOP.com and you'll be able to find those. Today's episode is entitled, I wish I would have Known that before I did my ESOP deal. So with me today to walk through the areas you should be aware of in an ESOP deal are two ESOP attorneys from Minnesota with Saul, Ewing, Arnstein and Leir. Uh, this firm is really the product of a recent merger and includes 400 attorneys that cover over 18 locations. They are a full service attorney firm. So, for that with us today are Andy Daly and Steve I. They are two of the 8 attorneys that opened the the Minneapolis office. So today, listeners to this podcast will not only learn some of the points that sellers sometimes miss, but understand really why misunderstandings can occur in any ESOP transaction. So, Andy and Steve, thank you so much for joining our podcast today. I know having two attorneys on the phone is costly, but I also know it's going to be worth it for our audience. Well, I'm just glad you finally relented and agreed to pay our appearance fee. Uh, but in, in all seriousness, Bill, thank you for having us. Uh, it's always fun to talk to you thoughts and I'm very happy to be here making my podcast debut. Awesome. And um so, so really want to kind of jump in and, you know, as we begin this episode, I want to highlight that there are so many details to an ESOP transaction. And I guess that's really why I've been able to have so many different episodes of this podcast. And as we go through this specific episode, um, I wanted to provide information, so you as the listener and thinking about going through an ESOP transaction can really ask the right questions. So to start off, Andy and Steve, can you both talk about briefly about your specific experience in working with both new transactions and existing ESOP companies? Sure, thanks. This is Andy, and I'll go first. I've been working with ESOPs for about 15 years, about the last 6 of which have been alongside Steve as an ESOP attorney. My ESOP career began at an accounting firm here in Minnesota actually where I started in the tax department and shortly, shortly after finishing law school. My focus quickly shifted to ESOPs because the firm had a third party administration practice, and in that role I gained a lot of practical experience on the operation of ESOPs from allocating contributions and running compliance testing to calculating diversification and distribution payments. And in that role, I was reading and implementing the plan documents that attorneys like Steve had drafted. And as I got more into the whole ESOP world and got a fuller picture of how ESOPs worked, um, I, I, I learned pretty quickly that it's a relatively small community and and in that community, I got to know Steve and one day at a at an ESOP conference in Fargo, North Dakota, he asked if I'd have any interest in joining him as an ESOP attorney, and I was very interested. And a few months later, I started the next stage of my career as an ESOP attorney and the transactions that I work on have been kind of all across the board. Um, I, I really do enjoy that work because it gives an opportunity to really get to know a company's business as well as its management and culture. And in those transactions worked with C corporations, S corporations, new EAP transactions that immediately become 100% employee owned, and others where it where it's a minority ESOP purchase, as well as so-called second stage ESOP transactions where ESOP acquires additional shares to increase its ownership stake in the country, in the company, excuse me. And some deals have bank financing, others use 100% seller financing, and so it's really hard to pinpoint a typical ESOP transaction because each situation is unique and can be impacted by so many different things from market trends to the objectives of the selling shareholders. And so in some of these transactions, we've served as company counsel, and in that role, we're typically responsible for drafting the plan documents for the EOP as well as the transaction documents and other transactions, we've served as counsel for the ESOP trustee. And it, you know, I find it to be very interesting work because each transaction raises different issues, which allows me to be involved in different areas of the law, which, you know, of course, uh, I get a chance to rely on the expertise of my my other colleagues within the firm when it's appropriate. And I'm Steve I. Phil, thanks for having us on the podcast. My career path was a bit more direct than Andy's. I went into private practice in 1982 after getting my law degree at Yale and completing a one year judicial clerkship. Uh, in my second year of practice, I realized I really enjoyed helping our business clients establish and run their employee benefit programs. Um, my, my mentor at the time was one of the pioneers in using ESOPs to create employee owned companies, and eventually that became the primary focus of my practice. Um, Andy and I are both involved in the National Center for Employee Ownership and and the ESOP Association. Through the Minnesota Dakotas chapter of the ESOP Association, we've become active in in government relations work, um, urging our US senators and representatives to support ESOP's. And I'm currently working on some state level legislation to help promote the creation of more ESOPs in Minnesota. In addition to the ESOP stock purchase transactions that Andy described, a big part of our practice is helping companies answer questions and find solutions as they move forward with the ESOP in place. ESOPs have their own set of rules that affect how they're funded and how they pay benefits to employees and their beneficiaries. And so we help them navigate those unique requirements. Um, I've always enjoyed that aspect of employee benefits legal practice that we developed these long-term relationships, partnering with our clients. I've also had the opportunity to work on some interesting deals where our ESOP clients have been acquiring other ESOP companies. These are often done as stock for stock exchanges in which the acquired company becomes a subsidiary of our client, followed by a merger of the two ESOP plans. And as you know, Phil, EAP companies have a strong track record for performing well in their industries, and naturally they can become attractive targets for other players in their industry or for private equity firms. So we're sometimes called upon to help our clients respond to unsolicited purchase offers and then represent them possibly in a sale of the company. So I think that's interesting too, Steve, because that is something that people don't think about as much. They think they, we kind of tend to get so focused on the ESOP transaction, but there are a lot of possibilities for ESOP companies after the transaction as far as the marketplace goes, because they are very attractive to potential buyers. So, so with that, yeah, so thanks guys for sharing that. Um, as we go into it, we're going to kind of go between Andy and Steve and ask specific questions. So for, for Andy, is there one main message that you communicate to owners who are selling to an ESOP that is really critical to avoid misunderstandings or possible misunderstandings? Yeah, ESOP deals are often thought of as friendly transactions, and that is often true to a point. For legal reasons, it must be an arm's length transaction when the ESOP is purchasing stock on behalf of the employees. All right. Well, that's, um, so can you give us an example of where that would come into play? Sure. So that the company is going to pay the fees for a business appraisal expert to prepare a evaluation for the ESOP trustee, and the owner might want to see that valuation report that he or she is paying for indirectly through the company before starting price negotiations with the trustee. But the trustees always refuse this request because the appraiser is part of the trustee's team of advisors. So an ESOP is not permitted to pay more than fair market value for company stock. And so a business selling shareholder paying for a business valuation as part of the process of selling their business, the employees may logically think, well, I'm paying for reports that shows the company's fair market value, and the ESOP can pay fair market value. So let's dispense with the negotiation and do the deal for the value reflected by the report. And while the logic of that argument makes some sense, the law does not allow that. As mentioned earlier, an EAP purchase must be an arm's length transaction, and the trustee is required by law to act solely in the best interests of ESOP participants. The less the ESOP pays, all else being equal, the better off EO participants will be. So consider that the valuation report typically concludes with a range of value. If the trustee shares this range with the billing shareholder, the trustee has surrendered its negotiating position to the seller. And rather than an arm's length transaction, the parties are seen as working together to determine the price, for example, by sharing the evaluation report, which represents a conflict of interest and opens up both parties. To claims by the Department of Labor and participants that plant fiduciaries have breached their fiduciary duties under ERISA. As an example, there was a recent lawsuit in which the plaintiffs argued that that an ESOP trustee has a fiduciary obligation to bargain for the lowest possible price when negotiating an ESOP transaction, you know, getting that, getting that price down to to the lowest and saving every every penny that they can for the EAP participants. And and while I view that as a flawed argument that doesn't accurately reflect what the law requires, these issues often come down to the question of whether a prudent process was followed. So if the trustees valuation report shows a range of value. I'm not sure how you can really argue that letting the seller know what the maximum price that could conceivably be paid for the stock that benefits employees. And of course, the DOL might say that it's not really a range of value, but the midpoint is actually the highest price. And if the trust. He then ends up paying more than the midpoint. In that case, you know, the the the company would need to be able to document how that price was the result of a process. And there was one other one other lawsuit where the I forget if it was a trustee or one of their advisors as a witness in the case said something to the effect of. Or it might have even been in an email, but something to the effect of we're looking for a price that was a win-win, you know, everybody comes out ahead and you know, who who could have a problem with that approach? Well, the Department of Labor, it turns out, but, but there's a good reason for that. It goes back to the trustees fiduciary duties under ERISA that the trustee must act for the exclusive benefit of the ESOP participants, which is a very high standard, and it doesn't permit taking into account the seller's interests as a as a win-win scenario would imply. And so if One thing that sellers can do if they don't have a good sense of what the business is worth and the budget allows for it, you know, nothing prevents the seller from getting their own business valuation. Exactly right. So I've had, you know, and that's, and that's kind of what we do as well as we, we provide evaluation before we even get started, you know, to provide consulting to the seller to make sure they understand where their range should be when they get into that. Um, I, I've had questions before around this of well, can I see it later down the road? And the answer is no, you'll never get to see their evaluation work at all. You'll only get to see the next year when they do the, the real evaluation for the ESOP and. But it's hard for people to understand that and I, and, but you've explained it really well, Andy. I think there's, there's specific reasons that, that you would surrender negotiations if they saw the evaluation and, and it's, and it's just kind of something to get over that you are paying for something you can't get, you, you're really paying for negotiations, you're not paying necessarily for um the actual product of the, of the valuation. So going into the next question, really, we are gonna talk about other specifics of ESOP's transactions. That might not be what the selling owners expected. So before we get into more examples, Steve, do you have any theories about why sellers might have different expectations when going into ESOP transactions? Yeah, so this is something that I've, you know, been thinking about because, even when we're not representing the seller, we, we hate to see it be a frustrating experience for them. Um, and, and as I've thought about it, I realized it's, it's probably a combination of several things. One is that when the business owners are, are starting on this journey to an ESOP, they take in an awful lot of new information. They may hear the message that this is going to be an arm's length transaction and the trustee is going to do this or that, but there isn't always time for the implications of that to sink in before some other piece of new information is coming at them. Uh, also, the, the lawyer who's often the one explaining the process to them at the outset is, uh, is the lawyer who's hired by the company as its ESOP expert, and for ethical reasons, that lawyer can't always Represent the seller and they feel constrained in how much he or she should say to guide the seller about the process. Um, and then when the sellers eventually do hire their own attorney, um, it, it's often a, a general business lawyer or someone who specialize, uh, specializes in employment law or some other area that, uh, that the seller needs help with in the transaction. Uh, and as a result, the lawyer advising them may not be familiar with the the nuances of ESOP transactions. Another thing is that the ESOP trustees are in a unique position under the law and have less freedom to make certain concessions than than maybe other other buyers or other parties that the shareholders have done business with before. Uh, so even a business owner that has a lot of experience with other types of transactions might not understand why the, you know, the same type of horse trading that worked before, uh, isn't, isn't possible when they're selling to an ESOP. Uh, and, and finally, you know, as Andy mentioned, the, the seller may have heard the, the comments somewhere that ESOP transactions are, are friendly deals and, and may have misinterpreted what that means. Having done this for nearly 40 years, I've seen a real shift in how practitioners and the Department of Labor are applying the laws early on. Everyone was more focused on the results and whether they met the technical requirements of the law. Were the loan documents properly drafted? Did the ESOP trustee have a written evaluation report from a reputable appraiser? There was always an understanding that the process for getting to those results was important, but over time, I think the the relative significance of the process has increased to the point where it may be the most important factor. So a seller is going to find that that they're going to be negotiating, you know, truly at arm's length, but that doesn't mean that the transactions are still are not friendly in, in another sense. The fact that the seller has much more control about when they sell their stock and what portions as compared to selling to other buyers, I think is is something that is very attractive to a lot of business owners. And because the ESOP transactions are generally preserving jobs and keeping a business in the community where it was founded, the sellers are sometimes treated as almost like local heroes when the deal is done. And they get a nice write up in the local paper. You don't usually get that type of friendly reaction when you're selling to an out of town buyer. So I think those are the, the factors that, uh, you know, we're, we're confronted with when we try to figure out how to help the sellers through this process. Steve. I would say. You know, a couple of things that we, that, that kind of brought to my mind. The fact is, when we look at attorneys and other people, other ESOP professionals to help support a selling shareholder, the reality is like in, in Florida itself, I think we have maybe 6 or 7 ESOP attorneys down here, out of the whole state, you know, which is the reality is is that and Andy mentioned this earlier, there's very, there's a small group of ESOP professionals throughout the country that help. And so I think part of it is making sure you have the right representation, um, when you're looking at getting, you know, the attorney that you need to help support you in the transaction, as well as the attorney you need for the plan document, as well as the attorney you need for the trustee role. So, The other thing I was going to mention is just the idea that this is a friendly transaction. I think it's a great point. It, I'd say too, in addition to that, it's a positive transaction and because you as a selling shareholder are doing something that promotes um employee ownership, it promotes the, the saving jobs in a local area. Um, it's a healthy, you know, type of deal. So, so there definitely isn't like as much adversity in that. And then when you come out, you're, you're doing it for just the reasons of selling to make as much money as you can on the transaction. And, and so it's, it's a, that's why I wanted, I think one of the things I've learned with ESOP professionals is, is we all kind of like that environment and it, and it's, it's actually, and I use the word fun, but it's a fun, it's a fun thing to be part of and, and that's one of the reasons I'm I'm so passionate about ESOPs. So as we, as we move into um some other areas, Steve mentioned that companies, ESOP attorney that does companies ESOP attorney does not represent the selling shareholders. How often do you see and the sellers having their own legal counsel on a transaction, not necessarily ESOP attorney writing the plan document, but really someone that represents their side. Yeah, it's an interesting question because you know you get all these lawyers involved, you know, trustee counsel, company counsel, seller counsel, and selling shareholders often just see the price tag going up, which is clearly a fair reaction. But you know, I think we probably more often than not see the see the seller get an attorney involved to some extent, and that doesn't mean that they're necessarily going through. Every piece of the transaction, but they might might be looking at an employment agreement or or looking at some aspects of the purchase agreement. But uh just to back up just a little bit, you know, it's it's not uncommon in a non-ESOP sale transaction for the same attorney to represent both the company and the selling shareholder, and that's because their interests are generally fully in line. But, you know, it's it's in the best interests of both the selling shareholder and the company to get top dollar from a third party buyer. But in an ESOP transaction, the purchase price is paid out of the company's future cash flows, and that's true whether those cash flows are going to pay off bank debtor or to pay off seller seller note. And so as a result, in an EOP transaction, the company is clearly better off with a lower purchase price. And so you have that that conflict there between the company and the seller. And in addition, ESOP transactions are often structured with at least a partial redemption of of company stock by the company, which, you know, there you have directly opposing parties in the sale of the of the shareholder stock back to the company. And while it might be possible for both parties to waive that conflict, it's always good to assume that your transaction will be reviewed by the Department of Labor. And that, of course, is to say that every transaction will be, the DOL does not examine every transaction, but they are active. And if the DOL calls, you want to be able to show that you acted prudently throughout the process and part of that is avoiding even perceived conflicts of interest. And so there are there are other a couple of other issues where Other than purchase price and a corporate redemption where the interests of the company and the selling shareholder may diverge, one of those is in the purchase agreement, the selling shareholder will be asked to make a lot of representations and warranties about things that could impact the value of the company. And if any of those reps and warranties are breached, the selling shareholder may have an indemnification obligations to the company or the ESOP for their losses, and the company there then has an interest in. Negotiating strong and thorough reps and warranties and the selling shareholder often they want to negotiate some of those terms, and that's where having their own attorney if the selling shareholder hasn't been through the sale process before can be helpful. And the other one that is very common, which I mentioned before was the employment agreement. You know, in many cases, the selling shareholder remain with the company following the ESOP transaction. And so when you're selling to a third party where you're going to be joining a new company, you know, there's probably not a conflict for company council to represent the sellers selling shareholder in the negotiation of that new employment agreement with the acquiring company, but that's not the case here where the new employment agreement is with the same company. So Andy, 11 question I have for you is this that how, how important would it be for the selling shareholder to have an attorney, you know, like you said, the reps and warrants, I'm pretty sure that would be, you don't necessarily need to have ESOP specific experience for that part, but how important would have for them to be the attorney to be experienced with the ESOP transactions to be the selling shareholders, um, counsel? Yeah, it's a great question. And and as Steve mentioned, oftentimes they're not ESOP experts, and they don't necessarily have to be, um, you know, negotiating the purchase agreement. There's not a whole lot different in an ESOP transaction from the perspective of the selling shareholder. If the selling shareholder is going to do a what's referred to as a code section 1042 tax deferral, and that's that's a I don't want to get too far into the weeds on that, but it's a way that the selling shareholder can sell to the company and defer the capital gains on a sale. If they're doing that, they may want to get get an ESOP lawyer involved, but you know, if they're just going to be looking at the purchase agreement and employment agreement, not get too far deeply into the specific ESOP issues, it may not be necessary for that attorney to be an ESOP attorney. And that's why I kind of made that point too, locally, I don't think we have, you just don't have that many like in this, in, in, in the area, they just just getting an ESOP attorney experience. So, but I do think that it, it is something to be prudent to say maybe it is a, a good thing for you to have your own uh uh legal counsel, um, in order to really represent you in those types of negotiations. And I think part of it depends on the complexity of the transaction. And the, some, some owners, I know that we work through transactions, they're just really comfortable with taking back a seller note, and it's pretty, it's a pretty straightforward transaction, and they get it. And then in that case, it's probably not as necessary, um, but in other cases, probably with complexity that it might be more necessary. So another thing that comes up at the last minute sometimes is the plan design, the ESOP plan design. Can you talk about why that is and really what are the issues that creates that, how, what issues does that create for the actual ESOP deal? And I'm asking that. Yeah, I mean the, the priority usually is on getting the deal done, which is understandable. If there's no deal, there's no EP and so you don't really want to get started on. Drafting and designing the plan until you're you're fairly confident that the deal is going to happen. And you know, the selling shareholder is often put many years into the business and may not have been through the sale process before and you know, at times it can be it can be tough to keep everything straight. There's a lot of moving parts. And so some new EAP companies don't fully understand how plan design decisions will impact participants as well as the company's future cash flow. And so it's important to spend enough time to You know, get, get some of those issues straightened out on the front end so that you you're not trying to scramble after the plans in place and trying to do, you know, amendments to the plan. And so what I like to do is early in the process, sit down with the management of the team of the company. It may be the selling shareholder, it may not be, it depends on who's going to be really responsible for managing the cash flow of the company and implementing the plan. And so I'd like to start with the 401k plan because an ESOP is very similar to a 401k plan. Of course, the things that are different are very different. And then, but if you can start with that baseline understanding of what a 401k plan is, and most ESOP companies do already have a 401k plan, so they have that that baseline understanding. And then you can go into the differences and one of the main differences for an ESOP company relates to distribution. And so there's a lot of flexibility in how to structure distribution payments in an ESOP where you don't really have in a 401k plan. In a 401k plan, people's accounts, participants' accounts are generally invested in mutual funds and other liquid investments, and when they leave the company, they can take a distribution. It's, you know, in a day you can liquidate those assets and pay out a cash distribution. Uh, and there's there's no cash flow impact on the company at the time of that distribution. With a private company, ESOP, participant is generally going to be invested in company stock. And the distribution though will be paid in cash. And so if there isn't sufficient cash in the ESO, the company must come up with the cash to pay the distribution one way or another. And so really getting a sense of the timing of those distributions, what options does the company have for putting a distribution policy in place and understanding by modeling out some of those cash flow needs can be very helpful. One of the other big questions at the beginning is, you know, a company often will require a certain period of eligibility before an employee can participate in the plan. But as the ESOP is first put in place, then companies rightly want to celebrate that. And so in order to build some excitement about becoming employee owned a lot of employers like the way of any eligibility requirements for the first year, the ESOP is adopted, which really just says anybody who's An employee on the at the end of that first year starts participating in the ESOP from the from the day it was adopted. And one other question is service prior to the adoption of the ESOP. You don't have to count any service prior to the date the ESOP is adopted for purposes of vesting. Some companies want to credit all service prior investing or apart, and some people want to start out and have everybody start out from scratch. And so. Well, you can amend your ESOP at any time. Certain benefits once they're in the plan can't be taken away, so-called protected benefits. And so for this reason, we generally recommend looking at all these different options and being conservative when you're designing the plan because it's always easier to amend the plan to be more generous than the other way around. Yeah, I think, and that's, I mean, in some of these things we're getting into, like, I know that we could, you go into a lot more depth and I, what I like about what you said, and I, I'll just pull out, you know, things I like, but you said a lot of great things, is that the plan design does have a, a future impact to the cash flow of the company. And therefore, it, it is very meaningful to make sure that you've thought through it. And I think sometimes all of the emphasis is put on at the front end of, of, does this even make sense, you know, does my company even work as an ESOP and so a lot of the feasibility work. um, but getting that done quicker in the process really does help, um, uh, as a critical step to creating a very successful ESOP company. Um, as we move on, um, as we go to, to Steve, um, sellers often have questions about how the company will be run, you know, after the transaction. Steve, can you talk a little bit about what they should understand about post-transaction governance and how the company is going to be governed? Yeah, that's a, that's a huge topic and one I think that, you know, an entire episode could be devoted to, and the answer depends on on the ownership structure after the transactions done. But just to consider one common scenario, you know, suppose that you have a company CEO selling a majority interest to the ESOP and And the CEO is taking back a note for for part of the purchase price. And in that situation, the seller may want the right to a legally enforceable right, but still a majority of the seats on the board just to make sure the companies run the way that he or she would like it to be until the note is paid in full. And particularly if the trustee. is paying for controlling interest. We just can't give the seller that sort of control over the board. But I think sometimes sellers worry too much about that. I think they underestimate their their value to the company. They've got all this institutional and industry knowledge and experience, and the trustee is going to recognize that. So we don't see trustees coming in as the new owner of the company. And making big changes in the management team or in the board of directors, as long as the company's been well managed in the past, they're going to stick with the people that they have in place and take advantage of their knowledge. So, you know, governance is something I think that sellers they need to understand. It's one of the questions that they do often ask at the outset. Uh, but I think they need to take faith in the wisdom of the trustees that own the company afterwards and, and, and know that, you know, if they are valuable to the company that there's going to be a place for them in the future. Now that's a great point and as we kind of wrap it up, the podcast, so a couple of things I want, I want to point out just briefly with the, the, the statement that you just made regarding the, the role of the trustee in the governance and And I, I get this from a lot of selling shareholders because the concern is, is what this is going to look like after the fact, where the, the trustee, you know, has, you know, obviously influence in the company. And, and really what happens, I think the um such an important step is that your advisor, as you interview these trustees for the transaction itself, the, as the advisor works through that with you in terms of the feasibility and then hiring the team. Um, they, there really needs to be a lot of thought to what is the, what are the questions that you want to ask this trustee in terms of, of his involvement, his or her involvement, and what does that look like after the, um, the ESOPs done because most of the time, it, it makes sense for that independent trustee that does the transaction to become the trustee of the, of the plan. And so it just makes sense to be asking those questions early on to make sure you're comfortable with the trustee. Not that you can't get a different trustee, it's just they already have so much involved in creating a plan. So that's, that's a comment I would make. I think overall, you know, the, a lot of the points that we covered today, I think are really helpful because there is, you know, and reason, the reason we do this podcast, there is a lot of different misunderstandings and so as I point out a few things that, that I think that stuck out to me would be the, the key issue related to the evaluation and how you're paying for something that you Um, as a selling shareholder are not gonna get to see, but it is so important the way that that's created for the DOL process agreement for this, this to be an arm's length transaction. So hopefully that clears up a lot of, you know, misunderstandings there. And just the, the need that to be very proactive with your plan design early on and really understand how important that is to creating a very successful um ESOP and sustainable ESOP with the ongoing cash flow needs of this new company. Those are things that just stuck out to me. Um, so as we, as we finish, Andy, Andy, could you make some final comments and then Steve, could you do that and just kind of wrap it up from there. Sure. Yeah, I mean, I think there's a there's a lot of good things to keep in mind and as you're considering your, your journey to an ESOP, um, you know, the the podcast here that Phil has put together, the series of podcasts is really a good resource and it's it's a great service to the ESOP community. And so, You're listening to this podcast, so you obviously know where to find the other episodes. And you know, as you're as you're journeying towards an ESOP. I considered looking through the list of topics and assigning some homework to key members of your management team. Listen to listen to certain episodes that might be helpful as you figure figure your way along and hopefully that will help smooth out the process for you. I think another workable solution in addition to assigning podcasts as homework is that we as advisors I think can do more to try to pull everybody together at the outset of a transaction and maybe conduct an ESOP 101 training session where without giving legal advice that would Uh, you know, be an ethical issue if we had the the sellers and our clients from the company in the same room, but just an educational session where we could walk through the deal from start to finish. I think that would be very helpful for some sellers to adjust their expectations and know what's going to happen as the negotiations get started, but you know, I echo what Andy said. I think this is a great service that you're doing, Phil, to have these podcasts posted for people that need this information and We really appreciate the opportunity to be able to participate in this. I appreciate you guys. You guys are both so so helpful and with the knowledge that you guys have is so helpful to provide this kind of resource. So thank you for your time today and um you know, just from this perspective of, of how it works from a legal perspective. Um, so as we close out, I just want to remind you, you all that to share the podcast if you like it, subscribe to the podcast and um join us next time, and we appreciate you listening and we'll go from there. Thank you so much.