Now that we are all wading through the 2,000 pages of the Dodd-Frank Act (here is a Subtitle E excerpt if you just want to read the 23 pages related to governance and executive compensation – with exceptions that Sections 971 (proxy access) and 972 (Chair-CEO split) are in Subtitle G), members are finding some items they didn’t expect. For example, Rick Hansen of Chevron notes:
Evidently, late in the conference proceedings, Senator Lugar was successful in having language inserted into the bill regarding disclosure of payments by resource extraction issuers to the Federal Government and foreign governments.
Tucked in the back of the bill in “miscellaneous provisions,” Section 1504 amends Section 13 of the ’34 Exchange Act and requires that the SEC issue final rules that “require each resource extraction issuer to include in an annual report of the resource extraction issuer information relating to any payment made by the resource extraction issuer, a subsidiary of the resource extraction issuer, or an entity under the control of the resource extraction issuer to a foreign government or the [U.S.] Federal Government for the purpose of the commercial development of oil, natural gas, or minerals, including: (i) the type and total amount of such payments made for each project of the resource extraction issuer relating to the commercial development of oil, natural gas, or minerals; and (ii) the type and total amount of such payments made to each government.”
The Act defines “commercial development of oil, natural gas, or minerals” to include “exploration, extraction, processing, export, and other significant actions relating to oil, natural gas, or minerals, or the acquisition of a license for any such activity, as determined by the ]SEC].”
The Act defines “payment” as any payment that is “made to further the commercial development of oil, natural gas, or minerals; and is not de minimis” and includes “taxes, royalties, fees (including license fees), production entitlements, bonuses, and other material benefits, that the Commission, consistent with the guidelines of the Extractive Industries Transparency Initiative (to the extent practicable) determines are part of the commonly recognized revenue stream for the commercial development of oil, natural gas or minerals.”
Meanwhile, the House-Senate conferee gang got together yesterday to eliminate a special bank “tax” assessment from the bill it passed last Friday in an effort to win support from some key Senators in the wake of Senator Byrd’s death.
Mailed: May-June Issue of The Corporate Counsel
The May-June issue of The Corporate Counsel was just sent to the printers and includes pieces on:
– Why the Media Often Doesn’t Seem to Know Compensation Numbers Until the Annual Proxy Statement is Filed– Are Form 8-K Item 5.02(e) Practices the Culprit?
– Reg FD for Directors: A Good Time to Revisit Your FD Policy
– Addressing an FD Violation–Does “Call the Staff” Go On the Checklist?
– The Asset-Backed Securities Offerings Proposing Release– Implications Generally for 1933 Act Metaphysics (and Plumbing)?
– Other Private Placement Developments
– Client-Directed Voting–An Available Strategy to Increase Retail Voting in Director Elections?
– A Few 2010 Shareholder Proposal Season Post-Mortems
– The Staff’s Response to the New Compensation Risk (Non-)Disclosure
– Pilot Staff Review of Rule 424 Filings
– Going Concern Qualifications–Nasdaq Acknowledges that SEC Filing is Sufficient Announcement
– Credit Agreements–Exhibit Filing of Schedules and Attachments
– How to Gear Up for Mandatory Say-on-Pay
Second Circuit Finally Delivers an Opinion on PSLRA’s Forward-Looking Information Safe Harbor
Recently, the Second Circuit issued its first opinion analyzing the PSLRA’s safe harbor for forward-looking statements in Slayton v. American Express, 15 years after the safe harbor was created. We are posting memos analyzing the opinion in our “Forward-Looking Information” Practice Area.
My travel yesterday took a page from “Planes, Trains & Automobiles” – so it was humorous to first see a CNBC text that the stock market was up because the US Supreme Court had stricken the Sarbanes-Oxley Act, only to find out that the 5-4 decision in Free Enterprise Fund v. PCAOB was not so dramatic. [Recall that this is the case for whose oral arguments' "sights & sounds" I covered in this blog.]
Not surprisingly, the Supreme Court found that the provision of the Sarbanes-Oxley Act that only permitted the SEC to remove board members for cause violated the Constitution’s separation of powers doctrine. But thankfully cooler heads prevailed and the majority limited the remedy by excising that limitation from the law with a fix that the SEC can remove PCAOB board members at will going forward.
So in finding this provision severable from the rest of Sarbanes-Oxley – including the other parts of Title I that provide the PCAOB with the authority to function – business will go on as usual at the PCAOB and Congress doesn’t even need to legislate to provide a fix (as noted in this PCAOB press release; here is the SEC’s statement).
The most immediate consequence of this decision could be the appointment of three PCAOB board members by the SEC, which has refraining from taking action until SCOTUS ruled (as noted in this Washington Post article). There could be other ramifications from the SCOTUS decision; this Gibson Dunnmemo notes: “Although this comparatively narrow holding may raise other issues, such as whether the Board’s prior actions are constitutionally valid and whether the Board will now be subject to federal budgetary control, it permits the Board to continue to function without further action by Congress or the SEC.”
Yesterday was a big day for SCOTUS as it was Justice Stevens last day and many in the audience sported a bow-tie in his honor. In addition, Elana Kagan’s confirmation hearing started in the Senate. Unfortunately, Justice Ginsburg’s long-time husband passed away the day before. And the USA Today contained poll results that two-thirds of Americans can’t name a single Supreme Court Justice…
In Love? SCOTUS Falls for Plenty of Securities Law Cases
There was a time when it was relatively rare for the Supreme Court to take up securities cases. Until recently, the Court basically went several years between cases filed under the securities laws. Those days are clearly over, as the Court has granted cert petitions in several securities cases in recent years, including the Merck and National Australia Bank cases this term.
The Court has now granted cert in a securities suit for next term as well. On June 14, 2010, the Supreme Court granted the petition for a writ of certiorari in the Matrixx Initiative case.
And yesterday, Kevin reports that SCOTUS granted yet another petition for writ of certiorari in a case – Janus Capital Group, Inc. v. First Derivative Traders – arising under the securities laws. Although the case arises out of the specific context of a mutual fund market timing case, it raises fundamental issues about who may be a “primary violator” under the securities laws. The Court seems poised to delve yet again into critical issues under the federal securities laws.
Critical FCPA Diligence in Deals Today
Tune in tomorrow for the DealLawyers.com webcast – “Critical FCPA Diligence in Deals Today” – to hear Brian Saulnier of K&L Gates, Soren Lindstrom of K&L Gates, Keith Hennessee of National Oilwell Varco and Susan Munro of Steptoe & Johnson discuss the latest in how diligence is being conducted and how reps & warranties related to FCPA violations are being negotiated.
With the Senate and House expected to vote upon the Dodd-Frank Act – formally known as the “Dodd-Frank Wall Street Reform and Consumer Protection Act” – within the next few days – with President Obama then signing it before the 4th of July – the 2000-pages of the Act have been posted. Note that the passing of Senator Byrd last night might delay adoption of the legislation, according to this WSJ article.
We have also posted an excerpt consisting of just Title IX (the investor protections of the Act), which consists of 362 pages (Subtitle E, which includes the governance and compensation provisions, begins on page 207). Finally, here is a 10-page summary – and the Conference Report. We have posted these, as well as memos and scorecards in our new “Dodd-Frank Act” Practice Area, which I’m sure will grow like wildfire over the next few weeks.
SCOTUS Rules on “Honest Services” Doctrine: Prosecutors Take a Hit
Last Thursday, the US Supreme Court issued two opinions in the cases of Enron’s Jeffrey Skilling and Hollinger’s Conrad Black that limit the scope of so-called “honest services” fraud charges. The honest services statute provides that for purposes of specified mail and wire fraud offenses, “the term ‘scheme or artifice to defraud’ includes a scheme or artifice to deprive another of the intangible right of honest services.” Many practitioners thought that the statute was too broad and the Supreme Court agreed.
As noted by the multiple entries in “The Conglomerate Blog,” these decisions may have serious implications for prosecutors who have used the “honest services” fraud statute as a powerful tool in the investigation and prosecution of alleged corporate malfeasance. We have started posting memos about these decisions in our “White Collar Crime” Practice Area.
Poll: The Acronym for the Dodd-Frank Act?
Back when the Sarbanes-Oxley Act was passed in ’02, it took a while for “SOX” and “Sarbanes-Oxley” to become the common way that folks referred to the historic legislation. An early movement towards “SarBox” never took off – thankfully – although a few still use that term for some reason. So now we have a new piece of legislation to “name.” I personally like the “DFA” – but doubt that will catch on. Please participate in this anonymous poll about how we should refer to the Dodd-Frank Act on a shorthand basis:
Racing to an artificial deadline, the House-Senate conferees worked into the wee hours this morning (5:39 am!) to finalize numerous open provisions in the RAFSA (renamed “The Dodd/Frank Act“?) , much of it behind closed doors despite the decision to televise the negotiations on C-SPAN. Once again, thanks to Ted Allen of ISS who blogged along the way yesterday to give us the lowdown on the finalized corporate governance items that were still outstanding (we’ll have to wait to see the final bill to fully realize what transpired, that likely will take a few days):
On other open items, some answers are provided in this Washington Post article – and this Morrison & Foerster scorecard.
I got this from a member yesterday: In this late 2007 letter, a group of Senators lobbied then-SEC Chair Cox to head off the SEC from considering the use of a 5% shareholder ownership requirement because it would “…effectively bar most shareholders from ever filing such proposals…This threshold should be eliminated.” Yet that exact same threshold is what some – but not all – of these same senators argued for this week over the objection of House conferees. Just another day in Washington.
More on “My Ten Cents: Say-on-Pay”
On “The Corporate Library Blog,” Paul Hodgson blows off some steam about the decision to allow flexibility beyond one year for SOP. Although not having an annual SOP certainly means less work for our community of board advisors, is it really a good thing for Corporate America? During an “off-year” when SOP is not on the ballot, shareholders may well choose to vent frustration over a company’s pay package by voting against re-election of the compensation committee (or the full board). Not a good result for them.
Plus my reaction is a bit different than Paul’s because I still believe that say-on-pay has the potential to derail the progress towards responsible pay as boards at the numerous companies who inevitably will receive support from 90-plus percent of their shareholders will think that they are doing a great job in setting pay, even though some of their processes are still broken (eg. the heavy reliance on peer group benchmarking). I don’t like SOP much at all.
In other words, most boards should be thanking their “lucky stars” for say-on-pay because it gives them cover, both reputationally and probably also from liability. Given that, I’ll never understand the knee-jerk reaction from the corporate community to oppose SOP so vehemently as I’ve blogged before. On the other hand, maybe companies do have a reason to be scared of SOP since three companies failed to obtain majority support for their MSOPs over the past month…
Big News: SCOTUS Rules on “Foreign-Cubed” Securities Class Actions
Not only was Congress in action yesterday impacting our community, across the street, the US Supreme Court finally delivered its opinion over the “Foreign-Cubed” securities class actions the Morrison v. National Australia Bank case, issuing an opinion affirming dismissal. Among other things, the Supreme Court’s opinion will limit securities claims by investors who bought their shares on foreign exchanges. As noted in the “D&O Diary Blog,” this ruling could have a dramatic impact on many pending cases as well as on future filings.
We’ll be posting the hordes of memos that will analyze this important decision in our “Securities Litigation” Practice Area (which frankly has grown so large over the years that it’s essentially a website onto itself). Here is an excerpt from a Morrison & Foerstermemo:
The Supreme Court yesterday handed down a sweeping victory for foreign businesses facing securities class actions in United States courts. In Morrison v. National Australia Bank, No. 08-1191, the Court ruled that “Foreign-Cubed” securities class actions–private actions brought on behalf of foreign purchasers of foreign companies’ securities that were sold on foreign exchanges–may not be litigated in United States courts under Section 10(b) of the Securities Exchange Act.
The Court rejected the fact-intensive “conduct” test, which the Second Circuit had used to determine whether claims based on a foreign transaction could be litigated under the U.S. securities laws. Instead, the Court adopted a bright-line “transactional test”–“whether the purchase or sale is made in the United States, or involves a security listed on a domestic exchange.”
A few months ago, the SEC hired Rick Bookstaber as Chief Policy Advisor to the Director of its new RiskFin Division. Interestingly, Rick has continued to maintain his own blog – albeit his entries are fairly infrequent. I imagine each of Rick’s posts has to be run through the SEC’s Ethics Office just like any other article written by a Staffer has to vetted there (when I served there, that vetting process took quite a while to complete – the process could be quite different nowadays).
Personally, I can’t believe the SEC is permitting a RiskFin guy to issue opinions on some of the topics that Rick covers, such as this opinion that that there is a gold bubble. When I was there, the only articles that a Staffer was permitted to write had to be factual with no color commentary. Maybe I’m “old school” here because I am indeed old…
Mailed: May-June Issue of The Corporate Executive
The May-June Issue of The Corporate Executive includes pieces on:
1. Reporting Performance Awards in the Proxy Statement
– Taxes When Performance Awards Vest During a Blackout Period
– Where We Have Been–Negative Numbers and Other Reporting Problems
– Where We are Now–A Clearer Picture
2. The Box: Planning for Taxes Due Upon Vesting of Performance Awards
– Methods Available for Covering Taxes
– Alternative #1: Short-Term Deferral
– Alternative #2: Longer Deferrals
– Alternative #3: Rule 10b5-1 Plans
– Alternative #4: Deduct FICA from Employee Paychecks
– What Doesn’t Work
– Planning Ahead is Key
In this CompensationStandards.com podcast, Greg Ruel of The Corporate Library discusses his recent report regarding the largest severance payments given to short-tenured CEOs, including:
– Why did you decide to conduct the severance payment study?
– What were the study’s major findings?
– Did the findings surprise you? Did most of the companies with high severance payments to short-tenured CEOs have low ratings overall?
Yesterday, negotiations over the regulatory reform bill resumed with a goal to wrap them up by this Thursday, to allow sufficient time for the President to sign the legislation by July 4th. The loose schedule for this week’s House-Senate conferee consideration is noted at the end of this WSJ article (here’s the latest on the Volcker Rule from the Washington Post).
During negotiations on financial reform legislation on Tuesday, U.S. Senate conferees agreed to drop their opposition to a House provision to require public companies to hold separate shareholder votes on “golden parachute” payments, according to Dow Jones Newswires.
The conference committee’s negotiations will continue on Wednesday. House and Senate lawmakers still have not reached an agreement on a Senate proposal to require investors to hold a 5 percent stake to nominate board candidates under the SEC’s proposed proxy access rule, according to Dow Jones. House lawmakers and investor advocates argue that a 5 percent threshold would be too high.
Meanwhile, Steve Nieman – an employee-shareholder of Alaska Air Group – who has nominated director candidates in the past at his employer (remember VotePal.com) has filed a “Notice of Assertion of Right to Proxy Access” at Alaska Air ahead of next year’s annual meeting. I believe the timing is intended to set up a potential lawsuit in the event that Congress does include a 5% ownership threshold in a proxy access provision.
We have posted the 2nd Quarter 2010 issue of the “Proxy Disclosure Updates” (which is part of the Lynn, Borges & Romanek’s “Executive Compensation Annual Service”) that includes a proxy season post-mortem from Mark Borges, complete with analysis of the latest proxy disclosures filed during the just-completed season.
Act Now: To gain access to the complete version of this issue immediately, try a No-Risk Trial to the Annual Service today.
Report: The SEC’s Forum on Small Business Capital Formation
Recently, the SEC posted this 35-page report on its “2009 Government-Business Forum on Small Business Capital Formation.” On page 14, there is a list of recommendations from the Forum participants.
Last Friday, the PCAOB issued “Staff Questions and Answers” concerning a registered firm’s obligation to file its annual report on Form 2. This guidance comes out pretty late given that all registered firms (those registered as of March 31st) are required to file their first annual reports by June 30th. These annual reports will include information about audit reports issued, disciplinary histories of new personnel, and certain information about fees billed to issuer audit clients for various categories of services.
How to Search the New Annual Reports Filed by Audit Firms: What Are Firms Saying About Their Clients?
The PCAOB will make each firm’s annual report on Form 2 available to the public on this firm filing page promptly upon filing (this also applies to registration forms filed on Form 1 and special reports filed on Form 3).
The search tool that the PCAOB has built is interesting. There are a number of different ways to search the filing database – but each search field has a specific purpose. For example, there is a search field that allows you to search “Annual Reports indicating that the firm played a substantial role in the audit of a specific issuer.” Companies should be curious about what their independent auditors are disclosing about them and regularly check their auditor’s filings each year.
Note that there is no way to conduct an open-ended search as far as I can tell (so the functionality is quite different than the SEC’s EDGAR). Maybe this functionality will be built into future generations of the search tool. Anyways, I will be curious to see how well the PCAOB’s search functionality works once the Form 2s come rolling in – and I’ll let you know what I find…
SIFMA Issues Recommendations on Reforming the Shareholder Communications System
Last week, as noted in this press release, SIFMA became the latest group to issue a report on the shareholder communications process in an effort to influence the SEC’s proxy plumbing efforts. Given that we may well see a proxy plumbing concept release any day now from the SEC, it does come a bit late – but I imagine the report contains recommendations that it has shared with the SEC long ago…
Tune in tomorrow for the webcast – “Nasdaq Speaks ’10: Latest Developments and Interpretations” – to hear the latest practical guidance from five senior Nasdaq Staffers and Suzanne Rothwell of Skadden Arps, who will be discussing everything from the latest rules changes to whom do you call to resolve an issue, and much more. Please print out these Course Materials before you tune in.
Nasdaq’s New Requirement: Prompt Notification of Any Noncompliance with Governance Listing Standards
Recently, Nasdaq amended its corporate governance listing standards – specifically Nasdaq Stock Market Rule 5625 – to provide that, effective a week ago (ie. June 13th) companies listed on the Nasdaq Stock Market will be required to provide Nasdaq with prompt notification after an executive officer becomes aware of any noncompliance with Nasdaq’s corporate governance requirements, not just “material” noncompliance. This change conforms to an identical change recently made to the NYSE rules. I’m sure the Nasdaq Staff will explain this change during tomorrow’s webcast…
Senate Introduces Revised Carried Interest Taxation Bill
Here is news drawn from this Kirkland & Ellismemo:
Last Wednesday, the Chairman of the Senate Finance Committee introduced a revised carried interest bill that would raise the effective tax rate on net carried interest income in some cases and lower it in others. Under the revised Senate bill, 75% of an investment professional’s carried interest net income would be treated as compensation ordinary income (“OI”) beginning January 1, 2011. Previous House and Senate bills would have treated only 50% of carried interest net income as OI for 2011 and 2012, and a prior Senate bill would have treated only 65% as OI for 2013 and later years.
In a taxpayer-favorable change, the revised Senate bill would treat only 50% of an individual’s net carried interest income as OI to the extent the income relates to an asset (e.g., stock in a portfolio company) held for at least 5 years. This reduced 50% OI recharacterization rate would also apply (subject to extremely opaque legislative language) to an individual’s gain from sale of an interest in an investment services partnership/LLC (the so-called “enterprise tax”) held by the selling partner for at least 5 years to the extent the gain is attributable (1) to an underlying partnership/LLC asset held for at least 5 years (or to all of the gain on such a sale if “substantially all” of the partnership/LLC assets have been held for at least 5 years) and (2) generally to goodwill of the partnership/LLC.
For carried interest income that otherwise would have been taxable as long term capital gain, this bill would produce an effective individual federal income tax rate (before taking into account any Medicare tax) of 34.7% for gain not qualifying for the 50%-5-year recharacterization rate (and hence subject to 75% recharacterization) and 29.8% for gain qualifying for the taxpayer-favorable 50%-5-year recharacterization rate.
As the House-Senate negotiations continue to heat up, they have gone off their proposed schedule and yesterday mainly was devoted to regulation of financial institutions (as noted in this NY Times article) as the Fed’s role in bank audits grew. So there was not much new news in the governance space yesterday.
However, there was growing anger among advocates of a strong proxy access provision as it became clearer that the White House is playing a much larger role in the conferee negotiations than was imagined. As noted in this Huffington Post blog, Valerie Jarrett, a senior White House adviser – who is the administration liaison to the Business Roundtable – has been pulling a lot of strings behind the scenes and appears to be primarily responsible for the new proxy access restrictions requested by the Senate conferees (as I blogged about yesterday – with yesterday’s developments provided in this ISS blog). So the CII and others have ramped up their lobbying to include Ms. Jarrett, as Jim McRitchie notes in his CorpGov.net blog.
I just find it curious that Congress has made this big deal about televising all of its negotiations – and promising not to cut deals in the bathroom – and then we find out that the White House is a major player and is off camera. You mean I’ve been watching C-SPAN and trying to ascertain the meaning of that furtive glance for no reason?
The Big Breakup: UK to Split FSA Into Three Agencies
On Wednesday, as noted in this article, the United Kingdom’s new government unveiled a shake-up of the country’s bank-regulatory system that will consolidate power within the Bank of England.
The Financial Services Authority – which currently is the primary supervisor of the U.K.’s banking and finance industry – will be splintered into three new agencies over the next two years.
Under the plan, the Bank of England will establish a new subsidiary dedicated to regulation, as well as a financial policy committee and an agency for consumer protection and the markets. The FSA’s chief executive will assume new roles on the planned agencies, becoming a deputy governor of the central bank. The plan won’t change how the UK banks are regulated as the European Union assumes a larger role,
Europe Commission’s “Green Paper”: More Governance Proposals for Financial Firms
A few weeks ago, the European Commission issued this “green paper” (scroll to 2nd page to see it) to propose new governance reforms that would include possible new duties for directors (including a look at the duties between boards and shareholders), executive compensation, enhanced risk reporting, the composition of boards generally, more authority for independent auditors, corporate social responsibility and other matters. In addition, the financial firms are having their corporate governance policies individually reviewed by the EC.
Ted Allen of ISS does a great job of recapping the results of yesterday’s marathon negotiations over the regulatory reform bill’s governance provisions in this blog that he wrote at 12:30 am. Bravo to him on his stamina! The negotiations will continue today in this area and are still being televised on C-SPAN.
Here is a recap based on what Ted wrote and what others have written to me (note that it’s hard to know for certain what is going on and it could all change):
– Mandatory majority voting has been dropped from the bill as Senate conferees have agreed to eliminate it; this was not in House bill
– Proxy access provision could become more detailed as Senate conferees agreed to impose a 5% ownership standard and a two-year holding period on shareholders who wish to nominate directors (under Base Text, details would have been left up to the SEC); uncertain if House conferees will accept this change
– Say-on-pay could be altered to allow companies to hold them on a biannual or triennial basis rather than be forced to do so annually; not certain whether this will be accepted by either Senate or House conferees
– Senate conferees accepted a House provision to permanently exempt small issuers from SOX’s auditor attestation requirements – even though the Dodd bill didn’t have this provision in it
– Senate conferees didn’t accept House conferees’ proposal to mandate votes on “golden parachute” packages
– Senate conferees accepted House conferees’ proposal to require large institutional investment managers to disclose their say-on-pay votes
– Senate conferees accepted House conferees’ proposal to ensure that the SEC’s independence standards for compensation consultants are competitively neutral
– House conferees voted to add a new provision to permit private rights of action for aiding and abetting (overturning Stoneridge and Central Bank) even though there was no similar provision in Base Text (but this provision did exist in an older version of a House bill from last December); not likely that Senate conferees will accept this
– House conferees accepted SEC self-funding, as well as creation of new SEC offices for whistleblowers and ombudsman; Senate had already approved this in Dodd bill – but now some Senators are trying to strip the SEC’s self-funding. Proving my note at the beginning about how this all could change…
It’s interesting how some blogs have sprung to assist folks in contacting members of Congress to pressure them on these negotiations even as they happen – see this blog as an example. And it’s also interesting to note that even regulators are willing to express their view on the future of the reform bill, check out this “thumbs up and down” chart from NASAA…
SEC’s ‘Revolving Door’ Under Review
Yesterday, the WSJ ran this article – entitled “SEC ‘Revolving Door’ Under Review” – that describes how Senator Grassley sent a letter to the SEC’s Inspector General on Monday seeking a review of the recent departure of a top Market Reg Staffer who took a job with a prominent high-frequency trading firm. This comes on the heels of a similar WSJ article in April (see my somewhat related blog).
Meanwhile, the “Project on Government Oversight” Blog has the latest on the SEC’s Inspector General’s findings of whistleblower retaliation in the SEC’s Fort Worth office.
How NOT to Engage in Illegal Insider Trading
Thanks to Usha Rodrigues over on the Conglomerate Blog for the comical blog entry that I repeat below:
OK, I’m throwing in the towel-the Disney insider trading is just too good. Here’s the letter sent to various hedge fund managers:
Hi, I have access to Disney’s (DIS) quarterly earnings report before its release on 05/03/10 [sic]. I am willing to share this information for a fee that we can determine later. I am sorry but I can’t disclose my identity for confidentiality reasons but we can correspond by email if you would like to discuss it. My email is email@example.com. I count on your discretion as you can count on mine. Thank you and I look forward to talking to you.