Creating Solutions for Industry-Wide Challenges

I'm Kisam Patel and you're listening to M and A Science, where we talk with deal professionals and learn valuable lessons from their experience. This podcast focuses on stories, strategies and what actually happened during M and A Deals. Welcome to M and A Science. I'm here with Paul Koenig, Founder and CEO of SRS Acquiam, a platform that manages escrows, payments, risk and claims during complex M and a transactions. In 2009, Paul left his nearly two decade career as an M and A attorney to develop SRS Acrim in order to enable deal parties, sponsors and strategics to gain more efficiency and simplicity in their deal process. Today we'll discuss the inefficiencies that inspired his platform and how he hopes to see the industry evolve. Paul is your time as an M and A attorney for a number of prominent firms as and then as a founding partner, what were some of the main challenges you saw and experienced?

Well, thanks for having me this morning. Law firms are big, complex, highly lucrative organizations, but they definitely have challenges. And they have challenges that I think a lot of the top lawyers are addressing and facing and some that jump to mind into a few buckets. Billing, knowledge management, project management and billing is really largely the internal operations of the firm. And I think firms have had a challenge for a long time that if you have an attorney at the firm do work today, you might not actually get paid for that work until several months later. Because what typically happens at a firm is, let's say it's March 1st and an associate bills an hour to some client matter. Well, that doesn't actually go to accounting in the law firm until the end of the month because by the end of the month you have to enter your time. The accounting department then processes it. They then generate a port or report that goes to the partner, the partner reviews it, makes whatever changes he or she thinks are needed, sends it back to accounting, and then finally an invoice goes out to the client that they generally then have 30 days to pay. Not only does that then mean they have a significant cash flow problem, but they also, if you think about the inefficiencies of that process, of how much work that took to get credit for that hour, that is that associate bill probably two or three months later. Yeah, it presents challenges for the law firms. Knowledge management is the kind of issue where you say, okay, I need a provision to address some issue, whatever that issue it is, it might be privacy, it might be Brexit as a deal risk, whatever that is, that you want to draft a Paragraph for you know that someone at the firm probably has already done this, has probably already drafted this or done the research on it or whatever is needed. But how do you identify where that person is and what that language is so that you're not reinventing the wheel? Then you add on to that the complexity that there are all these other resources that will say, well, there's what you can find within your firm, but then there's also the other documents that are publicly available or other resources of where else you might be able to find this rather than drafting it from scratch. I mean, I even had things when I was practicing as an attorney where I would say on my own deals, it's like, I know I did this on a deal and it was a few years ago, but which deal was that and how do I find it? You end up hunting and pecking around trying to figure out, I know this kernel of wisdom exists somewhere, but where is it and how do I quickly get to it? So knowledge management has always been a tricky one. And then the third is project management, which is really this question of these deals that the large law firms are working on are really complicated. You might have 30 attorneys within the firm, within different departments working on it. So you have your tax people and your ERISA specialists and your security specialists and whoever else. And somebody needs to make sure that all that is coming together the way it should and that nobody is behind schedule so that you're going to be able to close on time. And then also make sure that you're coordinated with opposing counsel and the investment bankers and the specialists who are doing due diligence on technology or the financial statements or whatever it is. And so a big part of what the sophisticated lawyers will spend their time on is how do you manage this complex project and make sure that everything is coming together. When I started long ago, that was done in a relatively simple way of someone keeping a spreadsheet and to do list of tasks and responsibilities. The law firms are becoming much more sophisticated about how do they think about that project management and make sure that all the pieces know what everyone else is doing.

Yeah, I think that leads into in terms of these three areas, how have you seen these challenges overcome?

A lot of resources going into this and a lot of smart people thinking about what they might do now and where they are headed. By the way, those are three examples of some of the complexity and challenges these firms have. They have a whole bunch of others that I think firms are tackling and trying to figure out how they constantly get better and are able to improve the client experience and grow the firm. But if you think about billing, you know, I think that there will be a day that comes where the bill by the hour model will be used on some things, but not everything. And that what a lot of the law firms will start to move towards is something where they'll say, you know, we are going to bill based on value that we add. And they'll be able to have more transparency for the client by being able to say, hey, for this project, we are going to, instead of charging you whatever it is, seven, eight hundred dollars an hour, we're going to charge you half a million dollars for the project. And then what comes to that is the law firm will then look at, okay, if we are getting paid a half a million dollars because everyone agrees that's a value that we can add as the law firm to helping with whatever this might be, then you will see there be increased incentives for them to look at how do we then become hyper efficient in how we manage the firm and how we manage this process? Because they then know what the revenue is. It's up to them to control the expense side because the difference obviously will be their profitability. So what will fall out of, you know, if they're able to, you know, move to that sort of model, which by the way, I think a lot of clients will like too, because if you have a model where you say, well, we're being charged $800 an hour, it's hard to budget for that. You don't really know what the final amount is. If you have transparency, if you say, I know what the cost, the legal cost is going to be on this transaction, it really does help with the client experience in a lot of ways. Then with that, the law firms will move to some of the other things that we discussed, which is how do we manage the project better? How do we use technology and things like artificial intelligence to really get smart about how we deliver what the client is going to need and the knowledge management of, rather than hunting and pecking around and trying to find this kernel of wisdom that I was talking about, they're able to very efficiently get to that and know things like use of data, which at SRS AC we spend a lot of time on aggregating and reporting data for law firms. And we're not the only ones doing it. But these law firms, with the volume of deals that they do, really aggregate a lot of wisdom, not just legal wisdom, but things that they can use to become legal and business advisors. And I Think those are some of the things that you're going to see of where the field will head to not only deliver a better client experience, but ultimately, I think, make the law firms even more lucrative. Really, it should work that way. Because if you are the bill by the hour model, the knock on that has always been, does it somehow reward inefficiency?

I agree. I remember asking one of the attorneys I work with and he estimated about 30% of the time is spent looking for those back templates and wisdoms and so forth. So just digging back for information or looking for things. And that was his challenge, was how do you sort of look forward, look and think more about the efficiency side of it. I think hers perspective on it was that hitting his maximum limit in terms of his client capability, capacity, but to be able to drive more efficiency so he can take on more clients and be able to diversify his practice. Not everybody sees it that way.

It's one of the questions that I think some clients will ask, which is, if I have a really good, efficient attorney who can answer my questions in 10 minutes, they are experts in this area and they get the question. They say, oh, I know this back and forth. The answer is this versus someone who has to go research it for four hours. Well, theoretically, the attorney that needed to go research it for four hours actually billed a lot more to probably deliver inferior answer to the person that knew the answer immediately because they're a deep expert in this. And so you can get into this theoretical discussion of does bill by the hour actually incentivize the wrong thing? Now, I think the good law firms don't behave that way. The good law firms are going to, you know, deliver value. They're going to, you know, do everything they can to optimize, you know, the client experience. They'll write down hours if they, you know, said, well, that took longer than it should. But if you can, you know, sort of switch this focus to, well, why don't we Bill based on value add, not time spent, then, you know, I think there's a lot of opportunity there.

I see a lot of similarities with this, with consulting companies.

Absolutely.

Because I think very similar dilemma when you get into. Well, I want to get into the time you started SRS and tell me about that story. What led up to it and what really drew you into it.

Well, so I started two companies in my career. I started working at a couple very large, very successful law firms. Then in 2002 was approached by a couple of guys, said, we're thinking about starting our Own law firm. And initially I had some resistance to that. My wife was pregnant at the time. It seemed scary. But when we started to talk about it more and you model out, okay, well, what do we think we could do? And what would that actually equate to? And can I pay the bills? And what is the downside scenario if this doesn't work? Well, where does that leave me? Decided it made sense to give it a try, so started this law firm, got it to be exactly what we wanted to be that we had in our heads when we started. It was going well, and we grew it and we hired a bunch of people. I was very happy continuing to do that, and I enjoyed my work. It was something where, when I was approached by this idea that eventually became SRS acquiam. Yeah, initially I thought, I don't know, I think I have a pretty good thing going with what I'm doing. But what happened is I saw this on a bunch of the deals that I was working on as the attorney, where I would go into the boardroom and I'd say, well, good news and bad news. Good news is we're ready to get this deal done. Bad news is you guys have been ignoring this provision that's on page 82 of someone's name needs to go into the blank of who's going to be the shareholder representative. Now, on some deals, that was no big deal. But on some transactions, there were a bunch of transactions where nobody wanted to do it. I knew this. I was aware of this issue. But then the thing that really pushed it forward is I have a good friend who's successful investor Jason Mendelsohn. He's with Foundry Group in Boulder. Jason came to me and said, I am sick of being the shareholder representative. I don't ever want to do it again. Can you do it? And the answer was, at the time, I said, look, I hate saying no to you on anything, and I would love to help you with this, but for a whole bunch of reasons, law firms should never be the shareholder representative. And so initially I said, I'm sorry, look, I just can't help you with this. But then I came back to him, like six months later. We met for a beer and said, you know, I've been thinking about this more. The law firm can't do do it. But I think if we started a separate company, that company could. And so that's really how SRS AC got off the ground. Now, at the beginning, we were pretty simple business. That's all we did. We had one product. It Was we will provide you with this service, you pay us a fee to do it. So pretty simple business model. And that sounds kind of simple now. At the time, that was kind of a radical idea because nobody had ever hired someone outside the deal to be the shareholder representative and nobody had ever paid for it before. So we were competing against free, which is not especially easy.

Right. That's interesting. I didn't know that's how the company kicked off. And it makes sense how, how did it continue from there? Because it sounds like that that was the first offering that got you started. Today you do several things. What led into the next.

And by the way, so we started initially in 2007 and then the 2008 crisis hit. So we were this baby company. And all of a sudden, you know what, people are waking up every day wondering if there were going to be banks. And I had one of our advisors early on say you should plan that M and A might fall off a cliff indefinitely. Which is a brand new company like a great. We just got out the gate and we might be done before we barely got started. But despite that, we started to build some momentum when we started to get more and more deals. And we saw other things on these transactions that also didn't make sense to us. So the initial thing was, why does someone have to be the shareholder representative when nobody wants to do it? Why can't you hire someone to manage that process professionally? But then we saw, well, why is it that on these deals people still mail out paper letters of transmittal that get filled in by a pen and someone has to go to some vault somewhere and hopefully find an original stock certificate that they haven't thought about for 10 years, mail it all back. It gets handled by someone in the bowels of some bank somewhere who's looking at the paperwork, comparing it to a cap table. There are mistakes that are made all the time. So when the mistakes are made, it goes back in the mail. And it oftentimes took people weeks to get paid because we were mailing this paper back and forth. And yet that didn't make any sense to us. You see, these are some of the largest, most sophisticated deals we have going on in our society. And we're doing it in this outdated way that's decades old. When all the other stuff that we. I mean, you signed your kids up for summer camp online, but you closed a billion dollar merger with paper. I mean, that just didn't make sense to us. We went out and we built the first online payments tool so that instead of Getting something in the mail, you got an email, it says, click here, confirm your holdings, confirm that everything looks right, your address, give us your payment instructions, E sign the documents, click submit and you'll get paid most of the time the same day. So that's the next big thing that we got into. We looked at how escrows were managed and we thought that we could do better on that. So we developed products that the market had never seen before, which are you could put the money in a bank account, but you can also put the money in a product specifically designed for M and A escrows. And so we started to put a lot of thought into that. And then more recently we got into rep and warranty insurance. And yeah, I think there's a lot of opportunity for improvement with what we see. With that it's a good product, but we see a lot of things where that could probably be better. And then the final thing that we do, which is not really a product we sell, but we spend a lot of time and effort on data. So what are the terms of these deals and what actually happens after closing? So it was a little bit of a black box to a lot of people, said, if I do a deal and I set up a $10 million escrow, what should I expect? How at risk is it? So how often are their claims and how do they get resolved? And how long do they take to get resolved and are the claims generally environmental or financial statement or intellectual property? And so we've spent a lot of resources, time and effort into trying to take the deal experience that we have and be able to report back things to the community that could be valuable to them.

That's a really good one. I would definitely want to revisit and ask you a few more questions around deal trends. When we talk about some of these industry wide inefficiencies that you've identified, can you tell me about that process and how it's ultimately had its impact on the deal outcome?

Inefficiencies with things like knowledge management, project management, those sorts of things, what it does is it just makes it more cumbersome to get a deal done. Generally the parties will get there, but if you had knowledge management, where you were able to very quickly and efficiently say, okay, well here are six samples of prior deals where we had this provision or where we were able to successfully navigate some tough issue or whatever it might be, then you're going to be able to deliver something faster and potentially with a better outcome. Because if you're able to quickly identify okay, here are multiple examples of whatever this is that I'm looking for now. I can pick among those and choose what's really best for the deal that I'm negotiating, then in theory you should say that should lead to a better outcome than if you were not able to find those six. And you said, well, I just had to make something up. Hopefully it was more right than not. And I think that will hopefully work. To the extent that these sorts of tools are going to make the deals more efficient and lead to better outcomes, I think you're going to have some of the things we talked about before. A better client experience, more profitability for the law firms because they too, they don't want to spend time looking around for something if they could find a faster way to get to it, then the project management. As these deals are increasingly complex and you need to make sure that everything is proceeding on track. If you have something where, let's say you weren't aware that the third party vendor doing the technical due diligence is two weeks behind, then that can really add risk to a deal that you didn't really need to have there. If there was a way to more efficiently track how all the pieces are coming together now.

Does SRS Acrim currently solve some of those specific challenges?

We work on some of those issues, not all of them. So we're not an AI company. We're not currently focused on how do you make the due diligence process faster. We're not doing any work on that. But what we do is the tools that we have to do things like, well, okay, let's say that there's a deal where you're acquiring a company where there are 200 shareholders and option holders and you need each of them to fill out paperwork and maybe half of them are abroad. There are lots of complexities that come into that that might not be immediately obvious to people at the outset of the deal. What do you do with the shareholders, who is deceased? And now that you need to deal with the estate, not the shareholder or the shareholder is divorced since they made the investment, you need to think about, okay, well, which signatures do we need for this approval to happen? Is it both parties? The former husband and wife? Is it either one of them? So we help a lot with that. And then the other big thing that we spend a lot of time on is this data initiative. And it's not just market data, but how can law firms understand their own data better, which I think ultimately will lead to them not just being really good legal advisors. But. But also increase their ability, which they're already doing, but just make them even more effective at how can they become business advisors to their clients? Because if they really understand. If law firms are able to say, we see a whole lot of stuff and we can advise you not just on things like where are the risks? But we can advise you on things like what are best practices and where are the opportunities if you're the buyer, where are the opportunities to very quickly see some gains in efficiency after closing and how you run the business of this target? The law firms should be very well suited to do that if they're able to continue to constantly increase how effective they are at being able to say, well, what did we see across all the other deals that we do? And what can we learn from that? Best practices of how to manage the business, not just how to provide legal advice.

So that's even going beyond just general deal terms that are put together.

Absolutely.

Interesting. I've always wondered how come there isn't like a real, I mean, you're leading to it where you're doing research on these deal terms, but where it's very getting to a point where you can start standardizing things. Because I feel like every M and A deal goes through a process and it's just starting from a blank slate and everything has to get discussed and negotiated. And I wasn't sure if that was part of the preserving billable hours or if it's. I mean, is this industry, is there a potential to start looking at ways to opening that up and putting some transparency there so that we can start adopting a standardization on some of these provisions that we typically debate?

Maybe it's. I mean, I think M and A is tough because most M and A transactions are pretty bespoke. And if you talk to any M and A lawyer, they'll say the issues on any deal are completely different than what the issues were on another deal and where you really need to focus your time and attention. And you'll see it in things like with some deals, the environmental rep will be four pages long and the IP rep will be two sentences. And in other deals it'll be exactly the opposite. Because if you're selling a company that is in oil and gas or transportation or something like that, then you're going to have a massive environmental rep and a lot of work that needs to be done on that. And the IP probably is not nearly as important. If you're selling a software company, it's going to be the opposite. And so you know, the challenge that you have, because I know that there have been a lot of smart people thinking about things like, well, can you make the form M and A agreement substantial, shorter? And I think that what most people that have looked into that have found is for any deal of any size, you might be able to cut it down from, you know, 80 pages to 70. There's not really a good way that I've seen or heard where you're going to get it from 80 pages to 30. There's just too much complexity, too much that needs to be addressed deal by deal. Where, you know, it's really hard to say, well, there's just going to be a standardized MA form. And the other thing that makes that challenging is if you start to think about AI and how artificial intelligence is being used on various transactions. If you are a company that you have thousands of license agreements or you're an operator of shopping malls and you have lots of leases, and your leases are almost all identical, then I think you can have standardized forms and you can have AI that can be very effective at saying, well, I need the computer to come in and look at a couple thousand leases and just tell me where there are any derivations from form. If you are doing M and A due diligence, that's very different. Deal by deal, or trying to apply AI to the form itself, I don't think it's impossible. It's just a much harder project than if you have something where it pretty much always looks the same. Like, you know, there are some of the big tech companies that will say, here's our form license agreement, sign it or don't, but don't make any changes because we have too many of these. We need to know that they are standardized M and A is, I think, more complicated and more unique deal. By dealing with that, you'll see progress in those areas. But it's just a tougher mountain to climb than it is with some of the things that are more cookie cutter.

It makes a lot of sense. Is there maybe a ratio that you would estimate as being tailored versus standard.

In M and A deals? That's a tough question. I mean, M and A deals, I think largely follow a similar structure deal by deal. So, you know, section one oftentimes is, here are the terms of the agreement, here are the closing mechanics. You know, this is, you know, how the deal is going to get done. Section 2 oftentimes is the seller's rep. Section 3 is the buyer's rep. Section 10 is the miscellaneous provision. So oftentimes they follow a similar framework, but then within that they get to be highly customized as to what's going on with this deal. Now, could you have something where you say there are blocks of these agreements, not the whole agreement itself, but there are certainly blocks of them that lend themselves more to, hey, this provision pretty much always looks the same deal by deal. Maybe that's possible. I haven't personally spent a whole lot of time trying to tackle that, but there's probably someone looking into that that's trying to figure out, even if we can't automate the whole deal or streamline the whole deal, can we at least get it down to, okay, well, half of it can be a lot simpler, much more standardized, and then we will negotiate. The other stuff makes sense.

And I'm contrasting my head with the diligence process because it's similar in a lot of ways, where you have a standard portion of items that you're going to go through and run as your typical process, but then there's a lot of it that really needs to be tailored to that specific deal. And that's the challenge, is you get this nature where every team out there wants to standardize the whole M and A process, and it's just not possible.

You know, where we'll be in 10 years, maybe there will be a lot more progress on that than what I see as possible today. You know, I do think that gets back to our prior discussion in knowledge management, where instead of thinking about due diligence and the lawyer's job as to flagging risk, say, here's a contract where we think that there's potentially a risk and the buyer needs to be aware of this prior to closing and we'll figure it out. They'll do that. But then they'll also say, as part of this, we also looked at the company's pricing strategy because we're a big law firm that sees a lot of deals. We could also give you a report on the effectiveness of their pricing strategy and where there might be opportunities for margin improvement or something like that. The more that you're able to use technology for them to say, we are able to tap into what we've seen historically and get to not just legal risk, but business best practice, then I think you can see the mindset of all the ways that the lawyers can add value and what the goal of the diligence process is. You can see that kind of shift. Because right now, lots of times the thought is the diligence process is just to identify things that should be of concern as opposed to Say, well, we can also give you advice. Can they effectively act as a business consultant? Say, and here are opportunities, things that we see based on all our prior experience, where the buyer is going to be able to step in and really be able to turn certain knobs and see quick improvements.

Yeah, it's a really interesting perspective in terms of really adding value more on the business practice side and something I'd never thought or expect, especially in the legal side, evolving in that direction.

It's not that the law firms aren't doing it today. The good lawyers are, I think, currently already good legal and business advisors. I just think they have tools available to them that make them even more effective at it going forward.

When you were starting SRS Acium, what were the main challenges in bringing it to market and making meaningful progress in the industry?

Yeah, one of the biggest is nobody had ever heard of what we do before. People knew what a shareholder representative was, but nobody had ever thought of paying for it. And so I would have a lot of meetings where I would sit down with the person. They'd say, well, wait, what do you do? And I would explain it to them and say, I've never heard of that. I'd say, I know you've never heard of it. It's never existed. And I joke with people and say, if I go to something like parent event at my kid's school, and you have the typical thing where all the parents are saying what they do, and so one person says, I'm a dentist, and the next person says, I'm a lawyer, and the next person says, I'm a teacher. Well, everyone understands what all those things say. And then they look at me and they're like, well, what do you do? And say, well, we serve as this outside shareholder representative following the closing of M and A deals, and everyone just sort of looks at me blankly. I'm like, well, never mind. So, you know, one of the biggest challenges is if you're going to go into a category where there has not been anything in that space before, you have to start with explaining, well, what is this and why should anyone need it or pay for it?

How do you see the industry evolving over the next decade?

You're going to see law firms look for a bunch of ways that they can be more efficient, continue to add even greater value to the client. You're really changing the mindset of getting paid based on value and being able to define what that means, which I do think probably ultimately will mean with technology and other things, that there will be fewer lawyers. That you will need to get some of these deals done. And you might even see the amount that the law firm charges per deal might go down, but the profitability per deal goes up. And so there are probably going to be some pivots that way. The industry as a whole, if you think about what's going to happen with M and A, the sellers too, or excuse me, the big serial buyers and the big financial buyers, I think are going to, over the next decade have tools available to them to be much better at their internal project management and to be able to know what's going on with all their historic deals right now that can be a cumbersome process for them. Or if you have a big buyer out there who says maybe, let's say they do 20 acquisitions a year right now, some of them are very good at this and some of them struggle somewhat with this, of being able to say, well, do we know what's going on across all those deals? Do we know what the terms were on all those deals and all the important dates that we have coming up and all the things that they need to do to be able to manage their business, not just manage that deal, that there's going to be a lot that's going to come together. And we're working on a bunch of this with our business of we want to change the conversation from how do we make your deal better? To how do we make your business better? And so we're putting a lot of thought and effort into how can we provide them with some of those tools that they could just see what's happening across the entire portfolio of what they've done.

SRS Acquiam has five editions of a publication, Tales from the M and A Trenches, comprised of industry lessons learned and experiences gained. Is there one topic from these five editions that stands out most to you?

But one of the topics that's getting a lot of airtime right now that I think is complicated is what happens to the privilege, the target company's attorney client privilege, following the closing of the deal. And you know, that issue is most people think, you know, if I talk to my attorney, that's privileged. Nobody else is ever going to, you know, get access to those communications. Well, mergers are unique because in a merger you have adverse parties prior to closing. You have the buyer and the seller, and then at the closing they become the same. And that doesn't exist. And I don't think. I can't think of any other context in which that that model exists. So if we're negotiating a licensing agreement, we're going to remain adverse parties. If, you know, if it's litigation, obviously you remain adverse parties, but in a merger they come together and become the same. And so there's this complicated question of, well, what happens with that privilege? And a few years ago there was this case, Great Hill, in which the Delaware court said, yeah, if you don't say anything about what happens the privilege, then the buyer gets it because the buyer just bought the company, including everything that comes with the company. One of the things being the privilege. There was another case recently that just came out in which the parties to the merger agreement did include some language that tried to limit the buyer's access to those pre closing communications. And the court in the recent case said that that language worked, at least in that context. And so that the sellers would be able to limit the buyer's use of what they were able to do with those pre closing communications. We've put together, we address it in this Tales book that you talk about, but we've also written some articles about, well, what is the legal community doing about this? How are they addressing it? And what we found is it's still a very complicated issue without a consensus on what's the best practice. So various really good law firms will try to include different formulations in the language of what do they want to do to try to tackle this issue. But I don't think that there is yet something that people have landed on that they say, yes, that's really the way that you want to address and solve for this problem. So I find it intellectually a fascinating issue. I don't know what the right answer is. Lots of work is being done on this. We will track trends and we will say here various forms of language that people are using, but it's one that there's going to be a lot more to come before this all shakes out on. What does the community think, how this should work after closing?

That's interesting. It's one of those things that you don't really think about at all.

Yeah.

But I'm sure people listening to this podcast are going to start adding it in their agreements.

Absolutely. If they haven't already. A lot of them already are very cool.

What's the craziest thing you've seen in M?

And a craziest. I don't know about crazy. I think that there are definitely really interesting fact patterns that we see around claims. I don't have the wacky story of espionage or massive fraud or anything like that, but I do think that we get really interesting claims. One of the bigger issues that we get that also is complicated is that the buyer will say, we believe there has been a breach of representation and we believe the damages related to that breach are say $1 million. And so that has negatively impacted revenue by a million dollars. EBITDA or EBITDA or whatever it is by a million dollars. And so then they will say, and in the deal we paid 10 times revenue. So our claim is not for the million dollar misrepresentation, it's for $10 million. Because that's how much we think we overpaid for the business. That then becomes a very difficult, challenging issue because I actually understand the logic behind that, that argument. But the sellers almost always will say, absolutely not. You know, we signed an agreement that said if we misrepresented something, we're responsible for the amount of the misrepresentation, not with some multiplier attached to it. So I don't know that it's, it's crazy in the soap opera sense, but it actually, it's, it's a complicated. What I think very interesting issue of now. How do you navigate what's the right answer on that? Now, some agreements will have specific language to address this. A number do not. And so, and what then happens is it becomes a difficult issue to resolve because the bid and ask are so far apart. And there's a reasoned analysis between, for both that it's not the sort of thing where it's easy to just say, well, let's split the difference and settle in the middle. Neither side is thrilled with that. So those issues become some of the toughest that we get to. Okay, now how are we going to get through this?

Hey Paul, thank you very much for taking the time with me today.

Absolutely. It's a lot of fun. Thanks for having me.

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