Assumptions v. Research: Unpacking Recent DOJ Policy Initiatives

In this episode of There Has to Be a Better Way?, the first in a special series of three episodes, Hui Chen and Zach Coseglia discuss the recent policy changes announced by the Department of Justice related to compliance incentives, clawbacks and messaging apps. Hui recounts the origins of the Fraud Section’s “Evaluation of Corporate Compliance Programs” and she and Zach question some of the assumptions baked into these policy updates.

Transcript:

Zach Coseglia:Welcome back to the Better Way? podcast, brought to you by R&G Insights Lab. This is the podcast where we are on a curiosity-driven hunt for good ideas and better ways of tackling longstanding organizational challenges. I’m Zach Coseglia, and I’m joined by my friend and co-host, Hui Chen. Hui, how’s it going?

Hui Chen: Good. Hello, everyone.

Zach Coseglia: Now, Hui, this is a special episode of the Better Way? podcast. We’re going to take a bit of a detour from our regularly scheduled programming, which, for those who have been listening, is going to include some super exciting outside guests. But today, we want to have a chat about the policy announcements made by the Department of Justice relating to corporate compliance at the recent White Collar Criminal Defense Conference in Miami. We’re going to talk specifically about three areas that were addressed by both Deputy Attorney General Lisa Monaco and Assistant Attorney General Ken Polite. Hui, what are those three areas that we’re going to focus on?

Hui Chen: The three topics that seem to have captured the compliance community’s attention are the announcements relating to compliance incentives, clawbacks, and ephemeral messaging.

Zach Coseglia: This will actually be the first in a series—we want to do a number of upcoming episodes where we’ll talk about each of these in more depth with the help of some outside voices. But, for now, we’re going to do just a little bit of a roundup around these policy statements in each of those areas that have been of particular interest to the compliance community. Before we dive into any one of those specific areas, though, Hui, I want to talk to you about your personal experience. It wasn’t that long ago that you were at the DOJ as their compliance counsel expert, and you were one of the architects of the original “Evaluation of Corporate Compliance Programs” document—“document” being the key word. What we heard recently at the ABA conference were revisions and additions to that document, and I’d like to just go back a few years and hear from you about your experience in developing the “Evaluation of Corporate Compliance Programs” document, the mindset that you had, and your goals—and those of your colleagues—in ultimately developing that original document.

Hui Chen: That original document was really driven by what we were seeing in the Fraud Section in terms of how companies were coming in to present about their compliance programs. As part of their resolution process, companies are required to come in and explain the contribution of their compliance program, or lack thereof, at the time of the offense, as well as how they have remediated through enhancements in their compliance programs after they have discovered the offense. Those are called “compliance presentations,” so that is where companies would come in and bring their volumes of policies and procedures to try to show us that they have all these things. I was finding that most of the companies were coming in with these more traditional metrics, how many policies they have, and they really would show binders and binders of policies, how many people completed trainings, and that sort of stuff. I did not find that this information was actually helpful in understanding how compliance was actually operating in the companies, so I started developing questions about, “Here are the questions that I would want to ask and that I would want the answer to help us in the Fraud Section to assess the company’s compliance program, both for the time of the offense, and also for the enhancements afterwards.” We started doing this by sending these questions to the companies before their compliance presentation: “Save some trees—don’t print us all those policies. Just give us your metrics on these questions or your thought process for how these developed, etc.” So, it was written, as you know, for all these various topics—policies, procedures, trainings and communications—going through all 10 elements of the standard compliance program components, but they would never be sent to someone wholesale, because, frankly, we don’t have time to dive through all of those questions in one setting or even in two or three settings. Usually, a company comes in, and there is a set of circumstances that led them to the troubles that they were in, so we would focus on whatever that area was and perhaps throw in a couple other areas that we thought might be relevant and say, “These are the questions that you need to be prepared to answer.” It was used both as an internal document to help us ask better questions, but also as something to help the companies prepare for their presentations. It was used more wholesale internally, because we would see the whole document and know, “This is how we look at compliance programs.” But it was used with the companies in a more customized way. So, it was purely an internal document, which was why nobody heard about it until—it was in existence for a year before—it was quietly slipped onto the internet page of the Fraud Section.

Zach Coseglia: Let me jump in here, Hui, because I want to hit a couple points. First of all, I very carefully, because I’ve been trained by you, use the word “document” to describe this document. Whereas, if you have conversations with compliance officers, if you go to conferences, if you read some of the thought pieces that have been written about it over the course of the years, you will often see it referred to as a “guidance.” Why is this? Or, when you at least were there, why was it a document and not a guidance?

Hui Chen: It was a document because it didn’t offer the answers to the questions. If it were guiding you, I would be telling you what the answers should be in a way that today’s DOJ leaders seem to be doing. So, they’re telling people that we’re going to be asking questions about ephemeral messaging, and they’re giving a little bit of what we expect you would be able to answer this way. We didn’t have any press when we did this because it was really all intended to be internal, so to the internal folks, it was, “Here’s how we think about something.” It’s not instruction—it’s by way of, “Here are the questions we’re asking.” And we’re constantly revising those. To the outside world, it was just questions we’re asking—we didn’t have any attachment to, “We expect the answer would be blah, blah, blah.” It was just, “How are you thinking about this? How are you measuring this? How do you know it’s working? Who have you consulted?” It’s those kinds of questions—they were all open questions (not leading questions) and there were no answers.

Zach Coseglia: Just to put a finer point on what you shared before, when the “Evaluation of Corporate Compliance Programs” document was first implemented, you didn’t give any speeches publicly.

Hui Chen: No, nobody did. No one. Not the head of the Fraud Section, Andrew Weissmann; not the head of the Criminal Division, Leslie Caldwell; not the Deputy Attorney General Sally Yates—none of them. There was no speech whatsoever on this.

Zach Coseglia: Press releases?

Hui Chen: None.

Zach Coseglia: It literally slipped onto the website. How was your approach different from what we’re seeing from the Department today?

Hui Chen: It certainly seems very different. The ECCP (“Evaluation of Corporate Compliance Programs”) document/guidance has been revised a few times. Each revision has been accompanied by very public statements by senior Justice Department officials. There’s also various pilot programs and other experimental requirements. There’s been a lot of announcements in the compliance space coming at a pace that’s a bit dizzying, with much fanfare.

Zach Coseglia: There have been speeches. There have been press releases. There’s been quite a bit of discussion. But I think what’s most important and what’s most different, which you’ve hit on, is this idea that your goal was to ask questions, and what we’re seeing now seems to be some answering of those questions, right?

Hui Chen: There is certainly a lot of, “What we expect your answers to be.”

Zach Coseglia: Let’s talk about one of the examples there—which is on our list of things that we want to dig deeper into, which we’ll just graze today and have a deeper, more fulsome discussion about at some point in the near future—and that’s on the topic of incentives. Here is a quote from Lisa Monaco’s speech at the ABA conference. She says, “Companies should ensure that executives and employees are personally invested in promoting compliance. And nothing grabs attention or demands personal investment like having skin in the game, through direct and tangible financial incentives.” She then went on to talk specifically about a pilot program that has two parts, the first of which was described as follows: “First, every corporate resolution involving the Criminal Division will now include a requirement that the resolving company develop compliance-promoting criteria within its compensation and bonus system.” Hui, what are some of your thoughts on this proposed pilot program?

Hui Chen: I want to go back to more basically her statement that you just quoted—this notion about nothing grabs attention or demands personal investment like having, essentially, financial skin in the game. My first question when I read that was: What is the evidence of that causation statement? I can think of a lot of things, certainly in the ethics space, that are incentivized by much more than financial skin in the game. I like to think, in the ethics space, what is more valuable than anything else is personal conviction in something. Linking compliance performance and financial incentives is a very complicated subject, and I question whether it can all be boiled down to financial incentives. She makes that statement about having skin in the game, and she announces, in the next sentence, the pilot program by saying, “So, at my direction, the Criminal Division studied this issue. I asked them to talk to practitioners, to consult with regulators, and to develop guidance.” Where are the researchers and scientists in this process? She raised a hypothesis that nothing grabs attention or demands personal investment like having tangible financial incentives—that was her scientific hypothesis. She then directed the Criminal Division to study it, but, in the study, I’m not hearing science and research being involved. It’s really practitioners and regulators that are consulted in this process, so if I were to ask questions about how this pilot program developed, I would be asking, “Who did you consult?” And certainly, no scientists or researchers were mentioned.

Zach Coseglia: Right—so, that’s a question we have: Who was consulted? Were scientists or researchers involved? And when we say that it was “studied,” what does it mean for it to be studied? I imagine you—I certainly would—like to see the results of that.

Hui Chen: Absolutely. Also, even if you were to say that we conducted a study of practitioners and regulators: How many practitioners? What kind of companies? What kind of practice do they do? Are they an in-house, large company, medium-sized company, or small company? Are they practicing in the consulting businesses, in the law firms? Who are the practitioners? What experiences and data have they brought to bear on this study?

Zach Coseglia: What’s so interesting about it is, there’s something appealing about the concept, and there’s something that feels very intuitive about the concept, but there are lots of things that are appealing and intuitive about the way that we build our compliance programs. We talk a lot about how compliance programs are often built by well-meaning folks who have really good ideas but that one of the things that’s been missing and that really defines what we consider modern compliance is actually testing whether those good ideas are having the intended impact. I’m not talking about from the perspective of driving DOJ policy, I’m talking from the perspective of building a more effective, outcomes-driven compliance program. And here, we have DOJ policy that may or may not be driven by research, but we’re certainly not seeing it. It is really begging the question about whether or not intuition and assumptions are driving these types of decisions as opposed to meaningful research.

Hui Chen: Absolutely. I would say, I think it was 2018, I was invited to a Harvard Law School symposium on precisely this topic: incentives in compliance. It was a lot of researchers and scholars, and I was one of two practitioners there. We discussed these for a whole day with some very brilliant minds at both Harvard Law School and Harvard Business School, and this other practitioner. The only thing I can tell you that we all agreed on was that this issue was very complex. When you incentivize something, there can oftentimes be a lot of side effects that you hadn’t thought of when you first made the link. How do you incentivize? Which performance do you incentivize? How do you measure those performances in a way that is meaningful, that actually delivers the behavior you want? None of those are simple questions. And, to boil it down to simple financial incentives, I think, is misleading in thinking how simplistic this might be.

Zach Coseglia: Yes, which is why one of the things that we want to do and that we will do in short order is have a deeper conversation about this with Dr. Caitlin Handron, our resident cultural psychologist. It’s not just that the topic is complex—the reason that the topic is complex is because people are complex. And what we’re ultimately talking about here is how to create an incentive structure, how to create expectations in ways that drive individual decision-making and accountability, and shape behaviors. So, we’ll dig in on that more.

Hui Chen: I also want to highlight another statement that Deputy Attorney General Monaco made, which is, she made this assertion that investment in a robust compliance program, including a forward-leaning compensation system, is money well spent. I don’t know what that means. What does money well spent to a corporate board mean? What would be the return on investment in this? And how would the return on investment on this be calculated? It’s one of those questions that I think compliance people cannot just bring that statement into the boardroom and say, “The deputy attorney general of the United States thinks that this would be money well spent.” If you want to make that kind of statement in a boardroom, you would have to back it up with data and evidence of, “What do you mean by money well spent?” “This is what we get out of it when we invest in the system.” What I’m cautioning is, I would not take that statement as-is into a boardroom or even to a senior leadership in business—you would really have to figure out what that means.

Zach Coseglia: I think what’s interesting about it is that we talk a lot about how one of the ways to make the case to the board or to senior leadership is to be able to show that the things that you’re doing are having the desired impact; that the things that you’re doing are not just boxes being checked in the event that a regulator or law enforcement comes calling. It’s because you want to actually shape behaviors so that the regulators and the law enforcement don’t come calling. I think what she’s saying—and I think what people are going to hear—is that it is not an evaluation of whether or not what you’re doing is actually preventing it, it’s an evaluation of, “If you’re doing it, then you might be better positioned to receive less of a fine in the event that things go wrong.” And let me add this quote to underscore that: This is actually from Ken Polite’s speech where he said, “There is an enormous gulf between the benefits associated with doing the right thing and the punishment associated with not.”

Hui Chen: The punishment associated with the “not” part is the part that’s still unknown, because we have yet to see a company being penalized. That just seems like a very strange way the compliance world has interpreted all of this, which is, “I will proactively be a good person so that the day when I’m caught committing a crime, I will get a lesser sentence.” That’s your motivation to be a good person—that not “if/when” you’re called, but “when” you’re called, you can then get a lesser sentence. That is a very, very strange line of thinking. It’s a very unfortunately prevalent line of thinking, but I’d like to see us change that: “That we want to be a good company or a good person because that’s what we believe we are.”

Zach Coseglia: All right, let’s talk about the second topic, which is very much related to this, which is clawbacks. It was actually the second part of that pilot program around compensation and incentives, and this is where Lisa Monaco said that, “Under the pilot program, the Criminal Division will provide fine reductions to companies who seek clawback compensation from corporate wrongdoers.” So, again, on this theme of the difference between what we’re seeing from the Department here versus the experience that you had when you were developing the “Evaluation of Corporate Compliance Programs” document—we are seeing not a question being asked, but an answer being provided.

Hui Chen: Yes, and I think this is one that people who have done a lot of internal investigations—Zach, I know you’ve shared experiences that I have—that it is very frustrating to see senior people that you know are responsible—at least for setting the tone, if not for giving implicit instructions for the wrongdoings—get away with things. Unfortunately, this happens, certainly in my experience, quite often, and it happens because it’s easier to get evidence on the people who actually have to do the work to accomplish the illicit activity. So, this is not at all unusual where a senior person simply needs to set out an expectation or give an instruction, but all the detail work is done by someone lower-level. And as a result, when you go to look for evidence of who made the transaction, who made the phone calls, or who sent the messages, all of those are done by someone at a receiving end of the orders. There is a reason why there is frustration with senior leaders who we believe are culpable of bad conduct to not receive any punishment. In fact, often the only way to make them leave is to give them financial incentive to leave, and hence, not only do they not get clawback, oftentimes they actually leave the company with pretty good packages. That is something that’s certainly very frustrating for people who have seen it happen in the course of internal investigations, but that’s exactly why clawbacks are difficult. You’re trying to claw back against the more senior people who have larger compensations at stake, whose involvement in any kind of criminal conduct would not have been so explicitly documented, so getting that evidence will be very hard. In many jurisdictions outside of the U.S.—the European Union, first and foremost—it’s very, very difficult to pursue a successful clawback litigation. But we’ll hear more from experts in this area.

Zach Coseglia: Yes, I’m excited to dig into this one. Let’s hit the third topic quickly. We will certainly dive into this a little bit more, but the third topic is a little bit different from these: Not really into incentives, and not really into compensation clawbacks, but instead, relating to the use of messaging apps and document retention policies. Here’s an excerpt from Ken Polite’s statements on the topic: He says, “Under the revised ECCP, we will consider how policies governing these messaging applications should be tailored to the corporation’s risk profile and specific business needs and ensure that, as appropriate, business-related electronic data and communications can be preserved and accessed. Our prosecutors will also consider how companies communicate the policies to employees, and whether they enforce them on a consistent basis.” He continues to talk about this and says, “We will ask about the electronic communication channels used by the business and their preservation and deletion settings. And we’ll ask about any “bring your own device,” or BYOD, program, and associated preservation policies.” Then he says, “We won’t stop there. During the investigation, if a company has not produced communications from these third-party messaging applications, our prosecutors will not accept that at face value. They’ll ask about the company’s ability to access such communications, whether they are stored on corporate devices or servers, as well as applicable privacy and local laws, among other things.” Now, Hui, I want to get your thoughts on this. But I feel like when we hear that language, what Ken Polite seems to be doing is asking questions or saying that prosecutors are going to ask questions. Are you hearing something different, or do you feel like this is consistent with the initial approach that you were taking when you were crafting the original ECCP?

Hui Chen: I think he is asking some questions and some obvious questions. Frankly, prosecutors shouldn’t take any of the assertions that they hear from the people they’re investigating at face value, whether it’s ephemeral messaging or something else. I certainly remember talking about other types of representations that we have heard companies make to the prosecutors, where we’re saying, “No, we cannot take those assertions at face value.” Not taking something at face value is nothing new, and it really should apply to everything that they’re hearing. I think what I’m also hearing is that they expect companies to have well-thought-out reasons for what kind of devices that they allow their employees to do business on, and how they’re going to retain relevant business records out of that process. I think that’s reasonable at a very vague, general level, that if you’re going to allow employees to conduct business over whatever platform, you should have thought about, or you certainly should be thinking about, how you’re going to preserve business records as a result—that’s a reasonable expectation. I think where I find it difficult is an employee who is intent on doing something that’s prohibited by the company will simply use his or her own device, and they will just take that transaction completely off the company’s radar screen. Now, is that saying that you won’t find anything ever on your corporate records, whatever they are? No, because there are always going to be some careless people who didn’t think through what they were doing. Again, those of us who have done internal investigations have seen these kinds of things that you wouldn’t believe people say on their company emails—forget messages, but just plain, official emails that they exchange with each other where they’re talking about things that you’re just like, “What are you saying? You’re saying this here? Were you thinking?” But that’s how we catch them—those are the ones that we catch. Are there just equal if not a greater number of people who just simply conduct their unsanctioned business outside of the purview of any of the company devices? I would guess so—I would guess there’s equal or perhaps more people who, when they’re doing something that the company is not allowing them to do, they simply take it off the company’s system altogether. It’s not that hard to do these days—most people have at least two phones.

Zach Coseglia: What’s the relevance of that point from your perspective? Of course, we’ve talked a lot about the constant game of Whac-A-Mole that is an internal investigation or that is the development of policies and procedures—that you can put something in place, it can be well-meaning, or in fact, even effective, except you may have people who find ways to circumvent it. So, that’s always the case when it comes to compliance. What is your thinking with respect to this particular issue?

Hui Chen: My thinking on this particular issue is that I am a little bit concerned, honestly, about companies essentially being expected to be DOJ’s evidence collector. So, it’s here we are talking about ephemeral messaging. What about Zoom meetings? People are increasingly having more Zoom meetings these days to discuss business. Is the DOJ going to expect companies to record every single Zoom meeting that the company employees have? That seems to be a logical extension of wanting to preserve records from messaging. People certainly can be discussing inappropriate conduct in Zoom meetings. Is every company going to be expected to monitor, screen or record their employees’ virtual meetings? Where do you stop with this?

Zach Coseglia: So, your question or your point is: Where is the line drawn?

Hui Chen: Right. How far do companies have to go to become evidence-collecting agents of federal prosecutors?

Zach Coseglia: I think it’s helpful to just underscore it’s not as though we simply heard about questions that prosecutors are likely to ask around the use of ephemeral messaging applications and other apps, but we also heard very strong statements about the importance of voluntary self-disclosure. I think it’s important to put the ephemeral messaging comments in the context of that because what we heard, and this is a quote from Lisa Monaco’s speech (toward the very beginning of her speech): “Let me be very, very clear,” she said. “I want every general counsel, every executive and board member to take this message to heart: where your company discovers criminal misconduct, the pathway to the best resolution will involve prompt voluntary self-disclosure” to the Department of Justice. So, that’s the context within which we’re talking about the use of ephemeral messaging apps. It’s not just a matter of policy—it’s also a matter of retaining those materials potentially so that they could be disclosed in the context of the criminal enforcement.

Hui Chen: In Lisa Monaco’s speech, she talked about really three factors when it comes to self-disclosure. She talked about how the Department now has a consistent policy with a “common principle.” That, “absent aggravating factors, no department component will seek a guilty plea where a company has voluntarily self-disclosed, cooperated and remediated the misconduct.” So, that’s the traditional three-prong test: self-disclosure, cooperation and remediation. Right after she made that statement, all the focus went to self-disclosure. I think a fair question to ask, and I’ve been hearing companies asking, “Is there really no other option than self-disclosure?” I certainly have known of companies that have chosen not to self-disclose. What they have chosen to do is to remediate the misconduct, enhance their compliance program, make themselves a better company, hopefully, in the wake of discovering something, and they’re fully prepared to cooperate if the Justice Department comes knocking at their door. But if not, they would just go on and conduct their daily business as usual. I think that to them, to the companies that have experienced making those choices and have not been found, the options are to self-disclose, enter a resolution and pay a fine (large or small)—versus not self-disclose, never pay a fine and never get the bad publicity. And if you think about the numbers—the number of corporate resolutions versus the number of companies out there—you have to forgive people for thinking that the odds of being caught seem quite small. So, that is not an unreasonable way to think about this question, to say, “I do have other options than self-disclosure.”

Zach Coseglia: Yes, and just to underscore your point, it’s not that the calculus is, or should be, that the chances of being caught are so slim that I don’t need to prioritize these things—it’s that the chances of being caught are slim, and so, I’m going to mine my shop, live my values and build a better compliance program, but what I might not do is self-disclose.

Hui Chen: Right, choosing to do two out of the three components that the Justice Department is looking at—prepare to cooperate, fully remediate, but not self-disclose. If all three factors are equal, then self-disclosure is really only one of three factors.

Zach Coseglia: All right, Hui, we’re going to dive into each of these topics in more depth over the course of this coming series, but before we go, I want to just introduce one thought that has been on my mind since these policy statements were made and the promised changes to the ECCP. When you released the ECCP several years ago, as various iterations have been reissued since with these latest statements, we’ve seen energy in response. We’ve seen energy and movement from the compliance community in response, and I actually think that’s a really powerful and positive thing. Now, we may wish that the impetus wouldn’t be the Department of Justice, or that this document wouldn’t be treated as the Bible of compliance when that may not have ever been, and still to this day may not be, its intent, but we’ve seen these efforts by the Department of Justice actually drive, I think, innovation when it comes to compliance. They seem to be creating momentum and energy around the continued evolution of compliance as a discipline that I think is positive, even if there is an opportunity to criticize, or even if there are questions about whether or not some of the statements or some of the policies are driven by well-researched principles. But I still do think that they’re actually driving innovation in the discipline quite a bit. What do you think?

Hui Chen: I’d like to put that to the test. So, it’s one thing for us to think that they’re driving innovation, but like we always try to do at the Lab, is really to try to measure and find evidence. And this is a good way to get to what I’ve been thinking about: What is DOJ’s goal in all of these initiatives? You can hear some goals being articulated in both Monaco’s and Polite’s speeches. Monaco mentioned three fundamental principles of corporate enforcement:

1. Prevention: “preventing this conduct before it happens.”
2. Accountability: “holding individual wrongdoers accountable.” Notice, she said “individual wrongdoers”—her focus here is actually not the corporation, but the individual wrongdoers.
3. Deterrence: “deterring and punishing recidivism.”

What are the measurements for these? Prevention, at this scale, is hard to measure because you really have to take baseline measurements. You really have to be able to say that you’re actually finding misconduct, as much as you can, and there’s not a lot of hidden ones that are happening without being called to really effectively measure your prevention efforts. But if anybody has large-scale data on that, it really should be the Department of Justice. Holding individual wrongdoers accountable—same thing. It’s not just the number of individuals being convicted—it’s also how does that number compare to the individual wrongdoers who are not held accountable. Deterring and punishing recidivism—now, that one is actually relatively easy to measure. Is somebody measuring these numbers to see if these goals that Deputy Attorney General Monaco says are the driving principles of corporate enforcement are being met? Is the Justice Department being effective in meeting these three goals?

Kenneth Polite articulated some desired goals, as well, in his speech. He talked about how he was hoping these initiatives “may lead a company to start revising its compliance policies. It may empower a whistleblower to call the hotline and report alleged wrongdoing. It may give voice to a compliance professional to better advocate for critical resources. It may result in that individual employee making the right, [rather than the wrong], ethical decisions in the workplace.” Then, let’s measure these things—let’s measure the compliance investments, the hotline calls and the behaviors. As they are talking about gathering data to evaluate these initiatives, are these the data that they’re collecting? I would love to see, because what is happening here is, through these initiatives, they’re actually conducting social experiments—they’re saying that, “If we do these things with incentives and clawbacks, this bad conduct will decrease.” Then, let’s do proper experiments—let’s run clinical trials, and collect, scrub and compare the data. That’s what I would love to see. It’s not about what it seems, but it’s about what is really happening. And I think what we need to see is more data and more evidence in a way that really helps us measure whether these initiatives are accomplishing the goals that the Justice Department leadership hopes to accomplish.

Zach Coseglia: Yes, no question. Inspiring change—potentially seemingly likely. Driving people to try different things—potentially seemingly likely. But, to your point, actually accomplishing the end goal—question mark. Which is why we call this the Better Way? podcast with a question mark at the end, because it really can’t be called a “better way” unless we’ve tested it, measured it, and proven it to be so. Thanks, Hui—a lot more of this to come. And thank you all for tuning in to the Better Way? podcast and exploring all of these better ways with us. For more information about this or anything else that’s happening with R&G Insights Lab, please visit our website at www.ropesgray.com/rginsightslab. You can also subscribe to this series wherever you regularly listen to podcasts, including on Apple and Spotify. And, if you have thoughts about what we talked about today, the work the Lab does, or just have ideas for better ways we should explore, please don’t hesitate to reach out—we’d love to hear from you. Thanks again for listening.