Touchstone Talks: Ep 7 - Holaron and Sage "M&A Attorneys - Better for your team"

They had

said that.

It actually

is not every. Day.

That I.

Meet. Him.

Maybe it.

Means we.

May be.

Okay.

And he is.

Back.

And we.

May be.

In the.

unlike doctors, I think.

So I think a lot of,
like the medical profession.

I think they go most,
most students will go to medical school

and then I my understanding anyways,
they place into a particular area,

be it orthopedics or pediatric
or what have you.

It isn't necessarily the same in the law.

And so I think a lot of it has to do with
like we don't have a hospital to train at

or anything like doctors do.

So a lot of it is just where you end up
with your first job.

And, you know, sometimes lawyers will,
you know, they're hard, fast.

I want to be a tax lawyer and so you,

you know,
you do everything you can to find

a firm that deals with taxes or mergers
and acquisitions or what have you.

And sometimes lawyers,
you know, young lawyers are able to do it.

I think certainly much more now than,
than 25, 30 years ago when I got out.

But quite frankly, most of us,
when we were young lawyers were poor.

We'd been to school for eight years.

We need a job.

And so you get a job

and whatever that firm happens to be doing
or happens to need you for.

I think that's kind of where
a lot of lawyers end up

getting placed, or that's
how a lot of lawyers find their path.

And so I went to work at a law firm

when I first got out of law school,
and they did a lot of transactional work.

It was kind of a general practice firm,

but it was more focused
on transactional work.

And I think that's just kind of what
sent me down that path.

And then as I continue down the path
and you gain more and more experience

doing that kind of stuff,

you kind of end up in a world
dealing with people who are doing

transactional based work, mergers
and acquisitions and corporate type work.

And, you know, 20 years later
or 25 years later,

you wake up and you're mergers
and acquisitions

journey as opposed to, you know, taxes
or any other litigation attorney

or what have you.

So I think that's mostly how I ended up
here.

Okay, excellent.

So what keeps you here?

I mean, you could pivot, right? Sure.

Sure. I enjoy the work.

And, I mean, I think to a certain
extent just, you know, I'm

laying out a path
that isn't necessarily hard and fast, but,

I think if I didn't like the work,
I would go do something else.

Certainly I would pivot.

But I enjoy what I do.

I enjoy the deals and getting involved
in the deals and kind of

at the end of the day, I think
one of the things that's most intriguing

or most, most beneficial, is that
we always are essentially negotiating to.

Yes, right.

Both sides
want to get to the to the yes point.

We want to close the deal.

You're not going to sacrifice
your client's best interests or anything,

but at the end of the day,
you're trying to do good by your client

and reach the ultimate goal,
which is the deal.

The closing of the deal.

Everyone else at the table, regardless
of how many people are involved,

should be at least aiming
for that same goal.

And I like that.

I mean, I like I like to consider myself
a good human being.

I like to do good for others.

And so I think it fits my personality

litigation
much more in a much more adversarial.

And usually there's a winner and a loser.

Typically, not everyone wins
as much as they hope they want.

And usually, thankfully,
people don't necessarily lose

as much as they thought
they were going to lose.

But there's usually a winner and a loser,

usually in in transactional stuff
and M&A work

if it's done right, or at least
if it's done the way it was intended

when the letter of intent
was first issued.

Kind of everybody's a winner.

And that's that's a nice part of the,
you know, part of the the area of law

that I'm in that makes sense.
And that makes sense.

That's kind of what I like about it too.

You're you're working for the client.

But at
the end of the day, everybody should leave

the table a little happy
and a little unhappy, right?

Because you're not going to get everything
you want.

But you need to get the important things.

And the ultimate goal, right?

If you have a buyer and seller
or a merger and a merger

and a merger, one,
both of them want to do it, right.

So they're not going to get everything
they want.

But if it actually happens, then, you
know, usually they're both pretty happy.

And that's not a bad way
to go through life.

You know it's true. That's true.

Good outlook.

When we sit down at a table,

we want to sit down with the right team.

So kind of. Let's start there.

We always recommend a skilled,

experienced M&A attorney,

not a litigator to come in

and and, negotiate this contract.

So why?

I know why I think that's important.

Because I think it gets us to that.

Yes. With people
that know how things work.

Why is that important in your mind?

Well, I mean, I think it's no different
than anything else.

And what you do in the world. Right?

So if you want your car fixed,
you don't call your electrician, right.

You go to your auto mechanic.

And I think in our world,
if you want the deal to go smoothly

or as smooth as it could
and you want to get to that, yes,

you want to get to that close.

You need somebody who knows how to do it
and who's been doing it.

And typically, am I picking on litigators
if there's any litigators watching.

But typically typically litigators aren't
they're not trained to do that.

They're not experienced in doing it.

And so it's all new terrain to them.

And I think that holds true
with a lot of different types of lawyers.

And in some regards,
even general practice lawyers.

There are still a good amount of lawyers
out there that are general practitioners,

which means they do
a little bit of everything.

And are they able to do it? Sure.

Are they licensed to do it? Sure.

But are they necessarily the best pick
to do it?

Probably not.

And what are some reasons
they're not the best pick?

I think a lot of it's experience
and familiarity.

So if you're not doing that type of work
you don't know what you don't know

what you don't know. And number two,
you don't know what the norms are.

So if somebody comes to a table

and offers up a particular term
or a particular provision,

and if you're not familiar with it,
or if you haven't seen it before,

you don't know how often it's been used
or is being used.

You may object to it, and you may
be objecting to it unreasonably.

And you don't mean to be unreasonable,
but you don't know anybody.

You don't know what you don't know.

And so I think that's

one of the big reasons in using people
who are experienced in their area.

Be it law or anything that you want to,
you want to use those type of folks

because they're going to be the best
people to advise you and say, hey, look,

I know
you really want this particular term,

but it's really unreasonable
for this particular situation

or for this particular deal
or this particular climate.

Or you should be asking for more.

You're giving away the farm. It's
not fair. It's not reasonable.

You should be giving.
It's big. With lawyers.

We love reasonable.

But by the way, it's not reasonable.

It's not fair.

And so, you know,
you could advise your client that way.

But if you haven't done an M&A deal ever

or not, in six years
or eight years, things changed.

You know, climate change.

Sometimes it's a buyer's market,
sometimes it's a seller's market,

sometimes there's cash available,
sometimes there's not.

And that could all control or direct
the way a deal should be

structured or should end up.

What do you see?

The attorney's role in a negotiation.

That's a tough question.

It is a tough question. Sorry.

I said that's okay.

Stop for an easy one.

Like,
what's my favorite color but don't know.

So I, I think it could be crucial.

And then sometimes I think,
honestly again, some of my colleagues

and I probably hang me,

but I think sometimes the lawyers can over
lawyer things and over negotiate things.

It's in our personality.

Lawyers are competitive by nature,
at least in my experience.

Anyways. Lawyers
are competitive by nature.

And sometimes I think we can lose

sight of the end goal by over
lawyering or by over negotiating.

What is over lawyering look like? Oh.

So if you can accomplish.

I'm trying to think of a good analogy
and I'm failing,

but it's like you can accomplish something
with a sentence, right?

And you let two lawyers have their way.

It may end up being a book,
at least a page, right?

Or at least a page for sure.

I'm exaggerating with a book,
but certainly at least a page.

And sometimes that's necessary.

I have clients all the time who,

you know, will all tease me a bit and say,
do we really need this?

What's day? This isn't important.

And at the end of the day,
and I've said this forever.

At the end of the day,
none of the paper's important.

If you have two people
who can shake a hand

and make a deal and understand
all of the terms and ramifications

of the deal and I know people
who actually have done deals that way.

But that's very, very infrequent. Right?

And usually those stories
end up in, in horror and drama

and not because they're bad people
necessarily involved in the deal,

but because they don't people understand
what they want to understand.

People hear what they want to hear.

People have different perspectives
as to what they heard and what they said.

And so that's the reason
why we have paper. Right.

That's the reason
why we write things down.

And that's why we go back and forth
and let everyone review it and,

and kind of, kind of digest it,
make sure it's what they wanted.

I think going back to the one sentence
versus one page, sometimes you need a page

to make sure that everything's covered
every all points are met.

But sometimes you'll have lawyers
that will will overwrite

over negotiate and that that honestly
can hinder the deal.

And so when you're saying
how important is a lawyer's

role in negotiation,
I think it could be crucial and vital

and at times being 100% honest,
I think it could be problematic.

Sometimes I think allowing M&A advisors
or allowing even the parties

in some limited situations to have
some conversations amongst themselves.

It's not the worst thing in the world

and kind of keep the lawyers out of it
a little bit, because sometimes

when you bring the lawyers
in, it adds a level of.

I don't say animosity, but it

just adds a level of back and forth
that isn't always necessary per se.

So sometimes it feels like,
and this is from a non attorney,

that the attorney's job

is finding the worst case scenario

and writing the language
for that particular instance.

And ultimately as an advisor,

I hope that that contract goes in a folder

and goes in the drawer
and nobody looks at it again.

Home run.

Right? Home run.

Because then we have a buyer

and a seller that never had to fight
about anything, right?

That's not always the case.

So I found the the one we worked on

that we had to some extra peace
after the deal closed.

There was some contention over,

working capital,
and we literally had to dig

back into the contract and see exactly how
things were spelled out.

Which way do you see things?

More often

with regard to post-closing

issues or detailed

spar or detailed purchase
and sale agreements all the time?

Sure.

Where the contracts
are not put in the drawer.

Oh, yeah.

Unfortunately, quite often.

However, though, having said that, not.

I'm not saying that it ends up
I'm think if I'm recalling the situation,

then I think you're recalling

that was that was a little bit
more intense than than men.

A lot of times
it's pulling it out of the drawer drawer,

blowing the dust off and saying,
oh, remember paragraph 19,

section subsection 231,
we addressed this and you agreed to this.

And, you know,
and that oftentimes will put it to rest,

or it'll just be a small exercise
in putting it to rest.

And part of the reason why we make them
so detailed is

so we can try to cover everything,
and there is no room for interpretation

six months later or a year later
and so forth.

But I do see a lot of the fair amount
and say a lot, a fair amount of people

coming back, especially in

the first year, first 18 months
questioning something came up.

This isn't you know, I didn't know this.

Do I really have to pay for this?
Was that my responsibility?

I see that a fair a fair amount.

I see it a fair amount.

Okay.

I we used it in one deal.

And I don't think this was with you, so.

Apologies.

We saw one deal where the only time
we looked at the contract afterwards

was to remember how many days we had
to respond to different things through,

you know, chew up time happens. How?

It's it's tax season.

The accountant needs 60 days
instead of 45 days to look at this.

We agreed to 45.

It's tax season.

Can you give us to 60? Sure.

So that you know

that's not a hard look back. No.

And and I see those as well.

Like,
not every time we're doing a look back.

Is there any
or is there a monumental issue.

Right.

But a lot of times we'll pull it out

and kind of like the example I had said,
oh, you know, we did talk about that.

Remember this?

We talked about it and sometimes they
remember talking about agreeing to it.

Sometimes they don't.
We have to dig a little deeper. But

when I'm saying people oftentimes
people come back

and look at the agreement,

it doesn't necessarily lead to a problem
or a in depth dig like we had in that

particular circumstance.

But I think oftentimes
we'll look back at it

just for timing,
responsibility, obligation and so forth.

And I think
if you have a properly drafted agreement,

that helps because all parties can see
what everybody agreed to,

and it's in writing
and there's no question about it.

And they all signed it.
And they all signed it. Right.

And theoretically read it
and understood it, you know.

And so I think, I think that's important,
I think it's important

to have a properly detailed,
not necessarily over lawyered,

but certainly
an under under lawyered agreement.

Right.

Well, and the,
one of the things that surprised me

as we started working to work, several
things surprised me when I started working

through agreements with people,
the the length I always were in my owners.

You know, this may be the longest legal
document that you have participated in.

You know,

for a

majority of business owners,
a purchase agreement on a business.

It's the most lawyering
they're going to see.

And it's it's written in legalese.

So, one of the things that came up,
during a negotiation

is the attorney said,
do we want to remain intentionally silent?

And my question was parted.

Like, I don't

why would we remain intentionally silent?

And,
you know, in that particular instance

we actually did,
it was something that could go either way.

And circumstance
at the time of conversation

would be more important
than could lead to over lawyering.

Makes sense.

Yeah.

So what other techniques or skills

should we be kind of on the lookout for?

In, in negotiating,
working with the attorneys?

Well, just specifically working
with the attorneys.

Don't let them talk too much
as we're doing now.

I think you're talking more than you
are. You.

Yeah.

I mean, lawyers
do need to obviously make billable hours,

but a good lawyer, honestly,
them a good a Deborah a good lawyer is

is not going to just ring
the clock. Right.

Good lawyers have plenty of work to do.

And so they shouldn't
need to sit and take one matter in.

Just for no good reason.

Does it happen?

I'm sure you know.

I mean,
I'm sure there's plenty of circumstances

and plenty of firms where it happens,
but generally speaking,

most lawyers who have plenty of work to
do, and if they have plenty of work to do,

that's a good indication
that they are a good lawyer.

They don't need to to ring up a bell
on any one particular client.

They do want to make sure that they're
doing their job for their client, right.

That's first and foremost.

They've got to make sure
that they're properly representing

the clients and our rules of practice
as part of our ethics code.

Practically speaking, they also want
to try to make sure they don't get sued

because if something does go wrong,
it's usually not the accountant

or the attorney get sued
or the owner get sued.

Both.

So in looking out for our client's
best interests,

we certainly don't want them to get sued.

But taking it selfishly, a look at it,
we also don't want to get sued.

So if something does go wrong,
kind of especially,

at least in my humble opinion,
the way the world is now,

no one takes any personal responsibility
for anything anymore.

And so we are sometimes ultra careful

just to make sure that the client
understands what they're signing.

They have no questions, specially
with regard to the representations

and warranty sections
and the covenants sections.

I try to go over them
thoroughly with the clients.

I try to document that thoroughly
with the clients.

Do you have questions you understand?

Can you give us a quick definition? Sure.

So representations and warranties
and a deal are things

that each side, buyer and seller
are promising to the other.

They're promising that they're
they're a properly formed entity.

They're promising that they've paid
all their taxes in due course.

They're promising that they have authority
to enter into the agreement.

And there's any number of representations
and warranties in a deal.

It could be as many as 25, 30
different representations and warranties.

From a seller perspective, they're giving
these representations and warranties.

These statements to the buyer.

And the buyer in part,
is relying on these statements and saying,

okay, I'm going to buy your business.

I'm going to buy your assets because
you're telling me you can sell them to me.

You're telling me that they work.

You're telling me
that they don't have leans on them?

And if any of those things become untrue,
then that's what would give rise

to the other party being able to come back
and look for recourse.

You told me you own these 50 machines.
You don't.

Your brother in law, instead of them,
they're really his.

He came to pick them up on ten machines.

Strike China.

When I paid you $10 million,
I should get some money back.

Yeah, kind of a problem.
Kind of a problem?

Certainly for the buyer.

Not so much for the seller,
but certainly for the buyer.

And so a very drastic example of this.

It doesn't happen often, but but you know,
quite I guess they radically but

so those kind of things are what we want
to make sure that the client

understands thoroughly and makes sure that
if they're making that representation,

they understand it.

So they can actually tell us
if it's true or not, because nobody knows.

As you know, nobody knows their business
better than they do. Right?

So as an outsider,
some clients we represent,

we've represented for decades,
and we do have a little more familiarity,

but sometimes they're a first time client.

We don't know anything
about their business.

We only think about their structure,
about their history.

All we know is what they've told us.

And so, again, kind of going back
to a phrase that I use more and more often

these days is not knowing
what you don't know.

If I'm not properly asking questions
to get the right information,

he doesn't know what he should be
telling me.

In many instances,
he doesn't do this for a living.

He's a machinist
or an electrician or what have you.

And so if I'm not eliciting from him
the information

that we really need to be able to
to put this together, shame on me.

And so that's why we try to be as careful
as we can.

And quite frankly, shame on me.

If I don't do it, then it does
open me up potentially to a lawsuit.

So schedules fall into that category of

compiling everything, and

it sounds like such an easy word, right?

Like we think of a schedule

in generic terms as just writing down
where we're going to be tomorrow.

But scheduling out of business
is scheduling everything for the business

and every exception
to that reps and warranty.

Sure.

And so if there's a rep
that they can't make,

then we have to put it on a schedule.

We have to list it out and say,
so it doesn't.

Sometimes the reps and warranties
feel punitive.

And so I think it's important
to make sure that our owners know

just because everything isn't perfect
in your business.

It's not that we have to hide
that it's not perfect.

We actually need to tell them
what isn't perfect.

I can agree to XYZ,
you know A through Z on.

Yes, I agree to everything except for C.

At C, there was this one time
this person fell in my business

and they sued me
and I had to pay them. Sorry.

And I think that's kind of where
sometimes they get stuck

on wanting to talk about things
that have happened in the business.

It's actually more important
that they tell you, and we all watch TV.

Most people watch TV, or read,

we're exposed to social media.

We we understand that there's a,
a confidentiality

expected with your attorney.

Sure.

Talk about that.

And how kind of it impacts

a deal where

not only do you represent them,
but they're working with me,

and they're working with their accountant,
and they're working,

you know,
with all these different parties.

How does that interplay
and your confidentiality issues?

It can often be honestly very,
very complicated.

Because in addition to confidentiality,
we have a bunch of other rules

that most other humans
don't need to live by,

which is honesty and ethical obligations
to, to

to fellow council
and in the business world.

Not that I'm causing problems
with any of my business friend folks,

but they don't have quite as many rules
as we do often time.

So, you know, a business
guy can hold up a white piece of paper

and say, it's black
and there's nothing wrong with that.

Lawyers by our rules can't.

We're not supposed to intentionally do
those kind of misleading things.

But that can cause a problem sometimes
because sometimes we have a client

that says, hey, let me tell you something.

You know, don't tell anybody, though,
which is the worst words

we ever want to hear,
but we can't once they tell us that.

And that could be a problem. Right?

So I'm going to make a very, very obscure,

example, but it could be very real.

I have a husband and wife
that owns a business.

We're going through our representations
and warranties.

One of those representations commonly is
have you had any employment concerns?

Have you had any employment issues
that you either know of or are expecting.

So, you know, have you fired
somebody wrongly or wrongful termination?

That would be something
that would have happened

and you know, of or something
that hasn't come to light yet

but is lingering out there
maybe a threatened claim.

Threatened claim.

Is that one of the people,
one of the employees

was having an inappropriate relationship

with, with the owner,
with the husband owner, okay, any

relationship was spurned on
by the husband owner.

Female employee.

Right. Says, hey, guess what?

You know, you shouldn't have done that.

I don't like that you did that.

I'm going to start telling people, unless

wife doesn't
obviously know about the problem.

And now we're doing this
reps and warranties and schedules.

And here comes the promise.

You won't tell anybody.

So it could be extremely difficult.

And in that instance I can't call up
pick up the phone and say, hey Deborah,

how do you feel about this?

Did you see this on a deal recently?

Have you
how have you dealt with this in the past?

Very, very difficult situation
to kind of overcome

and that it's very it's trying,
at least in my opinion.

It's trying.

It makes makes my job is one of the
hardest things I think I deal with.

And I think always you go home at night
and my conversation

about how my day was at work
was that it was a day.

I mean, I don't say anything to my wife
because I don't want to breach

any confidentiality,
so I just say nothing.

And I think

that's an extreme example, too,
by the way.

Whatever happens, you know, when it does
happen, things like that happen.

It makes it extremely challenging to
to both continue to represent the person,

especially if, if you know, something
that person did was morally questionable.

It makes it extremely difficult
to represent he or she,

but it also makes it difficult
from a greater, broader deal perspective.

Right. Can't tell the accountant.

I can't tell you.

I can't tell, you know, all everyone else
involved in the transaction

when where we haven't talked about the
I don't know if we're going to,

but sometimes in the deal
you'll build out a reserve

or an escrow for potential liabilities
or potential, things

that go wrong that a buyer
may come back at the, at the seller for.

I can't say, hey, you know, Mrs.

Smith, you might want to put
a couple of mil in the bank, you know, so

it's challenging or could be challenging,
that's for sure.

Yeah, yeah.

We like the phrase cool, ugly early.

Yes. And we, we work with our clients

to, to do that, that open communication.

But certainly there are instances

where circumstances make it so that

the ugly is hidden.

Yeah, yeah.

I don't love working to sell businesses
in a divorce.

That's an awkward one.

But it's doable.

Sure. And necessary.

Yeah, I'm quite, quite frank.

Absolutely sure. Absolutely.

So we we didn't quite make it to Escrows.

And that's,
that's a level of, of complexity.

There's, there's so many options to cover.

Just for, for those of you
that are listening that don't know,

it's not unusual for this
to be a 60 page document

with a couple other extra
30 page documents on the side.

Just for good measure.

Right.

Well,
I mean, if you're selling a building,

leasing a building, have an owner's know,
have rollover equity, have shareholders

agreements, have employment
agreements, like,

how many?

I've, I've never asked this question.

How many pages do you typically draft

to get through a transaction on average?

Hundreds. Hundreds.

I mean, the purchase and sale agreement
and the schedules alone

are right north of 100 almost every time.

And then, as you alluded to, some of them,
consulting agreements, employment

agreements, non-compete agreements,

association agreement,
I mean, the list goes on and on.

And if each one of those are only

ten, 15 pages each and there's
another 100 hundred and 50 pages.

So it's it's hundreds.

Yeah, I know when we get a closing
document, it's in a zipped folder.

Yeah. Digitally.

Right. Like it's, not

imaginable at that point.

So when we are, I'm
still slightly old fashioned.

I still am a fan of paper.

And so at the end of a closing,

will typically make
a closing binder for our client.

And so we make a table of contents

with all the documents
that are contained in the deal.

We tabulate it.

And so it's easy to find.

And again
hopefully they put it in a drawer

or on a bookcase and don't ever need it,
but it's there if they do.

But oftentimes the
the binders will be multiple

and the binders are several inches each.

So I'm in here, I don't and I don't know
how many pages are in there.

Right.

But I mean a ream of papers about,
I think 250 pages, something like that.

And this is several reams typically.

So yeah, a lot of paper,
a lot of reading, a lot of reading,

a lot of reading it out, a lot of periods,
a lot of commas.

Yes, yes, most definitely.

I don't love it when

we're sitting in a
meeting and the attorneys are like, well,

this sentence is drafted differently
than I would have drafted it.

And sometimes we have to be.

But does it mean the same thing, say,

because yes, I would write it differently,
I promise.

And about half the words.

I won't take any offense

to that, by the way. But,

but we do work with our clients
to translate a lot of this,

so that they have an extra set of ears.

That's used to hearing these terms.

Sure.

And we greatly appreciate that.

Probably for real.

We do.

Yeah, I could see that
it would be difficult otherwise.

I think that there would be more billable
hours spent without somebody

like me
there, to kind of pass through it.

Yeah, absolutely, absolutely.

So as we're wrapping up,
kind of our ending question

is if you are not sitting there
writing reams of paper for,

for transactions and reviewing them,
what else would you do?

Plummer

I'd be.

That was so fast.

That was so fast.

So why?

And so let me preface this also by saying
I've never been a plumber.

So if I if I became a plumber,
I might quickly say, gee,

do I wish I was a lawyer again?

Know that's very possible,
but I have been an electrician,

not licensed, but my brother in law
was a electrical contractor.

So when I was in college and law school
and even now, quite frankly,

he'll call me and say,
what are you doing Saturday morning?

Do you want to go for coffee?
And oh, by the way, bring your tool belt.

So that's still happening
occasionally right here for coffee.

Really?
What are we working outside or inside?

Well,
you know, so. But it's raining, right.

So I have I do have experience being
a, you know, like electrical helper.

I wouldn't have a license.

I can't say I was an electrician, but,
I don't think I'd ever want to do that

for a living.
But plumbing always fascinated me.

And one of the things that I think
was beneficial for a plumber over

an electrician is you have a bad day
as an electrician, you die,

you have a bad day as a plumber,
you get wet.

And so, okay, maybe a little dirty,
but that's the worst.

Yeah.

There,

you know, a
lot of other practical reasons,

which I won't bore you guys too much with,
but if you're wiring a house,

electricians are in every wall.
In every ceiling, right.

There's wire in every wall,
in every ceiling in your house,

basically plumbers typically most houses,
they stock it.

So bathroom, bathroom,
kitchen off to the side.

And that's it.

I never really thought about where
there was plumbing.

I'm not going to lie.

Not not the worst way in the world.

There are so few of them now, Deborah.

I mean, you can't find one.

And so they they are the ones
that are capitalizing on it anyways.

They make a fortune, quite honestly.

And it's not like it was 100 years ago.

We were carrying cast
iron tubs up three flights of stairs.

I mean, no, everything's plastic.

The pipes are plastic.

You don't solder pipes anymore.

Soldering is on you.

Oh, yeah. No, I know what.

Sorry, I didn't I didn't say to you,
but for the benefit of all of your viewers

or listeners.

Right there,
they don't do much of that anymore.

It's, you know, it's

not the worst way in the world
to make a living, in my opinion. So.

Excellent.

And now you have me thinking about where
they're the plumbing is and all the walls.

But that's interesting, that fun fact.

Just to segue into bizarreness.

Okay, working with a client
that has an entity in China.

Okay.

When you buy property in China,

the plumbing, the electricity,

everything is taken out of the building.

You have four exterior walls.

When you buy a building real,
that is all you're buying.

Wow. And you come in and you fit it out
however you see fit.

But you buy the exterior walls only.

Really? Yeah. That's interesting.

Holy cow.

Which meaning obviously
they're tearing all the interior down.

Whatever.

Whatever wall coverings
they use. Yeah. Wow.

So very fascinating. Yeah.

Was like And this is why I like this job
because, yeah,

you never know what you're going to learn.

No, that's that's
a great little tidbit of information.

Yeah. Is does that apply
for residential people as well.

Like folks who buy a house.

You know, it just
I don't know I know commercial. Okay.

So I don't know about housing.

Now you're going to make me go
ask that. Yeah.

Because I, I'm now I'm curious. Yeah.

Like that.

Can you imagine
showing up to a house with your,

you know, your spouse, some kids,
and there's no plumbing this. Oh.

Oh yeah. For exterior walls. Yeah.

But honestly, thinking about it
from a housing perspective, it's a chance

to revamp the house however you want it.

Yeah, all the time. Yeah, absolutely.

They're plumbers.

Must make a fortune. I would think so.

Think about how many times
you need a plumber plumbing the same

They had

said that.

It actually

is not every. Day.

That I.

Meet. Him.

Maybe it.

Means we.