Beginner's Mind

EP 180: Eric Ries | Why Good Companies Go Bad After Success

Christian Soschner Season 7 Episode 13

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0:00 | 1:03:41

What happens when the moment a company finally succeeds is the moment it becomes most likely to be destroyed? Most founders assume the market rewards the better product and protects what they built. The legal reality runs the other way. The dominant theory of the corporation treats a company as a financial instrument designed to enrich its shareholders, and treats everything else as optional.

That theory has a name, shareholder primacy, and nobody voted for it. It hardened in courtrooms and boardrooms about forty years ago. Founders sign it into their own charter on day one without reading the line, and by the time the gap between the mission statement and the legal purpose becomes visible, the exit has been engineered.

Eric Ries, founder of the Long-Term Stock Exchange and author of The Lean Startup, explains how corporate purpose disappeared out of the legal documents and what can be put back in its place. He shows why protection alone makes an extractive company worse, why independent directors are not neutral, and why a mission guardian belongs above the board rather than inside it.

Beginning with the pattern he watched destroy company after company, the conversation becomes a practical guide to governance: the three-legged stool of 19th century corporate law, what actually killed Sears, why Novo Nordisk, Patagonia, IKEA and Grundfos outlive their competitors, and how the Public Benefit Corporation restores something far older than it looks. It ends on the question neither of us could fully answer. If a guardian protects the mission, who guards the guardian?

WHAT LISTENERS CAN EXPECT TO LEARN

  • Why shareholder primacy is a recent legal theory rather than a permanent feature of capitalism
  • How the phrase "any lawful act or activity" removed purpose from corporate charters, and what quietly replaced it
  • Why structure protects an ethos but cannot create one, and what has to be real before the protection is added
  • How industrial foundations, purpose trusts and public benefit corporations keep a mission alive across generations
  • Why independent directors have incentives of their own, and what to look for in a board instead

BEST QUOTES

  • (00:04:10) "A company is just a financial instrument, designed to enrich itself and its shareholders." — Eric Ries
  • (00:14:12) "If you go to your local park, you'll find trees older than shareholder primacy." — Eric Ries
  • (00:25:28) "Somebody took over Sears and managed to extract for himself $1.5 billion, at a time when the company lost $11 billion." — Eric Ries
  • (00:40:09) "Who would you rather die than betray?" — Eric Ries
  • (00:48:12) "Being a leader is much more like being a mother than a slave owner. We birth these things. We do not own them." — Eric Ries

TIMESTAMPS 

(00:00:00) Why Good Companies Go Bad After Success 

(00:02:43) What Made Eric Ries Write Incorruptible 

(00:04:10) A Company Is Just a Financial Instrument 

(00:07:03) The Pill You Swallow and the Shareholder Calculation 

(00:15:48) The Three-Legged Stool of Corporate Law 

(00:19:31) How "Any Lawful Act or Activity" Erased Purpose 

(00:25:28) What Actually Happened to Sears 

(00:30:38) Stainless Steel for Organizations That Last 

(00:34:39) Why Foundation-Owned Companies Outlive the Rest 

(00:37:59) The Public Benefit Corporation Explained 

(00:44:40) Why Every Company Needs a Mission Guardian

(00:50:22) Why Independent Directors Are Not Neutral 

(00:53:11) Who Guards the Mission Guardian 

(00:56:18) What AI Changes for Governance 

(00:59:58) Closing Thoughts

Eric's book, Incorruptible: https://amzn.to/3S4n4BN

If you'd like to keep talking about these topics, you're welcome to join Eric's free Incorruptible community here: https://community.incorruptible.co/

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Christian Soschner

Success can destroy a company before failure ever gets a chance. This recording asks why strong products, trusted brands, and principled founders become vulnerable once serious money arrives.

Eric Ries

So I just I have lived through this devastation over and over and over again.

Christian Soschner

The common explanation why companies fail is very often greed. Eric Reese, the speaker on this episode, argues that the deeper problem is structural. Corporate purpose disappeared from legal documents. Shareholder value took its place. Wards learns to treat the company's sale as an auction, even when the product, employees, or mission paid the price. You are betting your life that I have calculated, the keeping you alive after you. And that calculation becomes urgent in healthcare, artificial intelligence, and every field where a company asks society for trust. The answer is not another mission statement. Eric names specific structures including public benefit corporations, industrial foundations, purpose trusts, and mission guardians with real appointment power. Because of the vast financial resources of the new acquirer of the product. Eric is the founder of the long-term stock exchange, the creator of the lean startup method, and the author of Incorruptible. I wanted to understand what makes a company worthy of long-term trust, who should guard its purpose and what happens when the guardian fails. This is a conversation about how good companies go bad and how founders can build differently before pressure arrives. It's really good to see you. Eric, uh, I love your books. I have read The Lean Startups years ago, and it's fantastic. I heard from friends, it's still used here in Europe in MBA programs. Uh yeah, absolutely. No, they love it. They love it. I spoke with them and uh that we have a chance to have a conversation, and they immediately brought it up and said, Hey, this is still in our MBA program, a must-read for everybody starting a company. I mean the farm industry and work with biotechs. And when your team sent me the manuscript, it was really amazing. I thought first a book about governance. So I had to buy it, okay, it's like a finance book, so it must be pretty boring. But you really nailed it right at the start. What's the problem in companies is, and I experienced this so often in the last 25 years. Um, that there is something deeper going on. Companies become successful and then suddenly it breaks. Um, what motivated you to write the book Incorruptible?

Eric Ries

Um gosh, what motivated me? Yeah, you know, this comes from my personal experience. So I just I have lived through this devastation over and over and over again. I've seen so many companies be destroyed and undone by their own success. And I just I got sick and tired of it. You know, it's uh really very straightforward if you think about it. I've been trying to help people create great companies for a long time. And if you ask most people, what is a great company? What does that mean? People don't find that question hard at all. They're like, oh, it's a company that has tremendous success. Is it any kind of success? No, no, no, no, no. A company is great that you know competes in the marketplace by making its product better, not worse. It's eager to create value, more value than it captures. It takes care of its customers, it takes care of its employees, it takes care of its shareholders because the success is powered by some ethos, some philosophy about business that it's consistent over time. And I just think that's very that's a very naive view. I used to have that view too. That's what isn't that what we all want? Well, it turns out that no, there's a lot of people who think that view is silly. They would even go so far as to say that a company is not even about that. Like that's an incidental part of what it means to be a company. What is a company? A company is just a financial instrument designed to enrich itself and its shareholders. That's all. And if it makes a product worse, but it gets away with it, if it treats its employees badly, but it gets away with it, if it finds ways to compete in the marketplace, not by trying to create value, but by trying to steal it, extract it, trick it, regulatory capture, growing capital, any way of making money is equally good. This idea is called shareholder primacy, and it is the dominant legal theory of the corporation in the world today. Isn't that wild? Like we're so used to it now that we're like, oh, I guess that's just how it is. But it's actually completely crazy. Most people don't agree with this. They think it's it's terrible. And they say, Well, well, who when did we vote for this? Did I not remember enacting this? No, it was never voted on ever in the history of the world. So this is like a trick that's been played, not just on founders, not just on board members, but on all of us as citizens, as employees, as customers, as investors. Um, tricked into thinking this is a pillar of capitalism when in fact it is an aberration from the historical norm. So I didn't know all that when I started writing the, you know, when I started getting into this idea, I started writing the book, doing the research. I really was like, look, I see this phenomenon. I want to help people avoid it. To me, it's a straightforward extension of what I've been trying to do this whole time help people create great companies. But I think this naivete is antithetical to building a great company. You just can't do it unless you really are willing to grapple with these forces and protect yourself from them.

Christian Soschner

That's an interesting few on companies. I always uh I'm probably one of the naive people that you mentioned. I always thought it's a cool function of the company to um guarantee survival and didn't see it um as detrimental to the success of the company, and always thought we have also other functions. Um does your data really confirm that it's it's uh it's just reduced any uh every company to one financial function and financial instruments to extract value from society and redistribute it to shareholders?

Eric Ries

It's pretty, I mean, again, I know this sounds unbelievable. So I want to recognize that it seems too much, but I am not exaggerating. Uh and I and I felt in order to make this credible, I was gonna have to be extremely careful. So if you look in the book, I'm very careful not to paraphrase. I quote the actual legal doctrines and theories. Okay. So the people who advocate for shareholder privacy, they literally say things like this a company is only permitted to consider externalities, meaning you, your health and well-being is an externality. Uh, externalities insofar as it benefits their shareholders economically. And think about what that means. I make a pill. I'm a healthcare company, I make a pill. I ask you to swallow it. You are betting your life that I have calculated that keeping you alive after you swallow this pill is better for my shareholders than the alternative. And some people say, well, of course it is. What a scandal it would be if somebody died. But I tell a lot of stories in the books of companies that faced that choice and chose the scandal. And, you know, some of them got away with it for quite a long time. So were they wrong to choose it? Not according to the theory of shareholder privacy, but according to any kind of moral or common sense logic, they were wrong. First of all, because it's evil to do that. I document a lot of situations in which the people who were asked to make this decision suffered what I call moral injury. That's a term that we have in the psychology literature for people who are forced or coerced to do something that was against their own conscience. But secondly, most of the time that this is done, the result is value destroying. Eventually, in the long run, this is not the path of value creation. Now, most managers these days, and frankly, most shareholders, have calculated that they can get in, do the deed, and get out before the value destruction comes. And they're often right. But what this does is it locks everybody, managers and investors alike, into a prisoner's dilemma. Whoever defects first makes the most money. If I stay in for the long term, I'm going to be the sucker at the table. So it's creating these second and third order effects that are just absolutely wild. And again, take our economic system away from value creation. And what's hilarious to me is if you criticize our financial system, its rabid defenders will rush at you. And there are basically two stories of our financial system that are in competition. One is a story I told before about what makes a great company, competition on the basis of product innovation and quality, the innovation story of the economy. But there's this other financial extraction story. It's really just about everyone, dog eat dog, do what you can to make as much money by whatever means necessary. The weak are devoured by the strong. And when you talk about what should be allowed to be happened, people really like story two. They're like, everything should be allowed. Any encroachment on our freedom as leaders is a kind is a tantamount to communism, you know. But if you question them and say, well, okay, given that you have absolute freedom to do whatever you want, shouldn't you be morally accountable for your choices? They're like, oh, no, no, no, you don't understand. In order to get the beautiful product innovation that you so crave, it has to be this way. See, when we need to justify our economic system morally, we always retreat to story one, the innovation story. I call it the moral bedrock of our economic system because when you start digging down the justifications and the layers and the BS and the not, you eventually slam into the bedrock of this simple moral calculus. So long as companies are competing for voluntary, uncoerced quality transactions. That is a transaction that leaves both parties better off. So long as that is the basis of competition, then whenever a transaction occurs, we know that it is value creating. Net new value is created. Therefore, the world is better off. So it's this create more value than you capture is core to the story of our economic logic. But those same people who will use that as the moral justification, if you say, okay, therefore, shouldn't we stop doing these other things that break that formula? You know, for example, the moral logic requires an uncoerced, fully informed transaction. So shouldn't we uh do everything we can to eliminate misinformed transactions? Oh, encroachment, encroachment on our freedom. Like it's totally circular. So all I'm asking is that we take the moral logic of our own economic system seriously, as our grandparents and great-grandparents did, and build companies and organizations, and eventually, I hope, regulatory systems, civic systems that are that have fidelity to those ideas. And you wouldn't believe how simple this is, how common sense it seems to most people, and yet how radical it is. Because the people who have formalized these rules are our so-called governance class of our society, have absolutely lost the plot.

Christian Soschner

That's very interesting. I grew up in the 70s, 80s and uh went to commercial school, university back then, and my understanding of the economy and companies was basically what you describe. Uh, first, company serves its customers, finds where it creates value. The transaction, of course, is financially. I mean, at the end of the day, uh also a company needs to survive and improve the quality, but reinvests then the capital into being better in providing a service or a product to their customers. And this is when I look at the um at the public markets, I see it in Nvidia, Tesla, for examples. Those are for me the examples where I say, okay, they seem to be healthy at the end of the day. And they always knew there were also some other ideas, um, corrupt people, people who uh try to extract value, but they always thought it's a minor part of the society, so you never can rule that out. When I listen to your words, it now feels to me that in 2026 you see a different economy currently globally, where value extraction and uh this minor part has grown into a major part. In your opinion, when did it change?

Eric Ries

So, you know, the it's you gotta avoid reductive, reductive stories about these things because the story here, the history, two things can be true at the same time. On the one hand, this is a very old problem. I document this specific turn that companies go through going back more than 200 years. I think the earliest case study in the book is from 1800. So it's been going on a long time. This um fallacy that we make as leaders, as entrepreneurs, where we assume that the market rewards value creation and therefore it will protect what we've created when we create a true innovation. Um, that's people have been making that mistake a long time. And it's an example of the, you know, the simple Aesop's fable of the goose that laid the golden egg. We're just reenacting that story over and over again. Yeah. There's a reason that story is thousands of years old. There's a reason why human beings have been telling it for such a long time. There is something in human nature that we do make this mistake uh very regularly. And the point of institutions is to help correct these psychological mistakes. That's that's what they're for. So again, I think it's it's uh uh very sad to see this as an inevitability. Uh that said, it's been going a long time, but it is getting worse, worse and worse and worse and worse. Why? In the book, I trace the history. Um, a lot of this has to do with the rise of financialization over the course of the 20th century. Um the idea of shareholder primacy is kind of like the main intellectual villain of the story, of course, but it's like a late arrival on the scene. What's wild is that if you go to your local park, you'll find trees older than shareholder primacy. Most of the key court cases that established it in the United States were happened in the 1980s. So, why, how can both things be true? How can this be a late arrival and yet be the culmination of this degradation? The answer has to do with how humanity has seen the joint stock corporation from a philosophy perspective. So, for the majority of the time, hundreds of years, we've had joint stock corporations. Most people who looked at this problem viewed it as completely obvious that corporations should only be incorporated to do a specific thing. Make a railroad, dig a canal, you know, provide fire insurance, like do a thing. And they also believed that that thing should have to be in the public interest. So, for example, in the 19th century, if you wanted to incorporate a new company, you had to go to your local state legislature and get permission. And you had to, in your filing and your application, say why what you were doing was in the public interest. And when companies would deviate from that public interest charter, it was considered a great scandal. Of course, it did happen. We know the era of the robber barons and all that. Like, of course, people will try to evade these restrictions. But the society viewed a deviation from this creating more value than you capture idea as a form of corruption. They couldn't always figure out how to legalize or make it illegal. There are policy issues that they had to grapple with, but the culture understood that corporations exist to make the world a better place. Corporations that simply try to enrich themselves are dangerous. They're like a cancer on our economy. Okay. So this was fine. In the 19th century, this worked okay. We had a three-legged stool. Um, first, this thing I was talking about, what I call beneficial or purposeful incorporation. Second, you then have to ask, okay, well, what are the duties of the corporation then? If you've been incorporated to dig a canal or to build a railroad, the board of directors, what is their relationship to the corporation? Um, the for the second leg of the stool was drew on the common law tradition of trust law. The conception was directors are trustees of the corporation. If you've ever been a trustee or you know someone who's been like in an inheritance situation, a trustee has a very particular kind of mandate. A trustee preserves and protects the thing that it is the steward of. So the directors were seen as stewards of the mission of the company. They were there to preserve and protect. That's a second leg of the stool. But when shareholders enter the picture, it gets complicated. The shareholders are giving their money for a specific purpose, and the board also has an obligation to the shareholders. The 19th century solution, the third leg of the stool, drew on the common law tradition of agency law. In agency law, um, if you are my agent, then I expect you to do your best for me. Right? So that's a very different relationship than a trustee. An agent is a maximizer. So the courts and the legal scholars of the 19th century carve this out very narrowly. First of all, this was the tertiary responsibility. This is the third leg of the stool. And they said fundamentally, the agents have a negative duty. The trustee has a positive duty to do as much of the mission of the company as possible. The agent is there to make sure that the investors' interests are represented to prevent fraud. The overwhelming concern was if I give you money to create a railroad and you decide to go do something else with that money, that's a violation of our contract of our responsibility. So that was a three-legged stool: purposeful incorporation, the trustee duty, and the agency duty. So this worked over the course of the 19th century, but it had a pretty major problem. I'm sure some people listening have already figured it out. Going to your local state legislature to get your company approved was a disaster. It was fine in the 18th century when there just weren't very many corporations, but industrialization brought lots of innovation and new products to market, and people were creating companies left and right. And so legislatures became the choke point. And there was cronyism and corruption there. I tell a bunch of funny stories in the book about just some of these hilarious stories where like both sides of a dispute in some corporate dispute would go to the state legislature and start bribing legislators. And the state legislators would take bribes from both sides. You know, they'd be like, great, we're open for business, and they just suck it in the bribes and then they'd vote with one or the other, depending on who bribed them the most. It was absurd. So this caused a lot of scandals. Of course, that was a reform. The reformers worked on an idea they called general incorporation, which was the idea that anyone should be allowed to incorporate a company without needing the special permission. So this was a big fight, statehouse by statehouse, over the course of the 19th century here in the U.S. It didn't come to Delaware in its current modern form until 1899. So this is not ancient history. Anyway, in 1899, Delaware adopts a new corporate law that says anyone can create a company basically for any reason. But note that they still believed companies had to be incorporated for a reason. If you look at the statute, it says in order to incorporate a company, you need three people, you know, a president of this and a secretary, president as a secretary and treasurer, and you need to say what the purpose of the company is. So you would file that with the state of Delaware, and the courts tried to keep this three-legged stool going. But lawyers over the course of the 20th century started to advise their clients that in your corporate documents where it says what the purpose of your company is, you can just write down this special phrase. Special phrase is any lawful act or activity. So whereas you used to say, I'm going to incorporate a company to make a railroad. If you look at all modern companies, their charter says the ACME Corporation is hereby incorporated. It's like a mad lib. There's a blank line, you fill in the line, the line says any lawful act or activity. And then this seemed like a great improvement. Now we're moving away from purposeful incorporation and giving managers maximum latitude. But there was a hidden problem. The problem is that when now when people have a dispute over what is allowed to be done, they can't resolve the dispute because it's like having a constitution that says anything goes. So the courts are asked increasingly over the course of the 20th century to weigh in again and again and again and again. What are managers allowed to do and not do? What are the, you know, all this stuff. At the same time that this is happening, financialization is underway. Investors are becoming the new dominant class in society. The the what our grandparents saw as separate spheres of influence, the political sphere, the civic sphere, the social sphere, the entertainment sphere, the sports sphere, these are collapsing into the modern world we have today, where we have only one sphere. It's just money is politics, is power, is celebrity, is money. You know, it's just all one thing. And where we now assume that investors will get to do whatever they want. Kind of they can they can buy their way into any sphere because they have the money. Grandparents again would have seen that as a very corrupt way of looking at it. So as this happens, the courts find it very convenient. And a lot of directors and investors and legal academics and people being funded by the people whose money this is going to benefit, find it very convenient to simplify these corporate disputes. Say, listen, actually, and again, this sounds like I'm making this up, but you can read the legal papers to see that I'm telling you the truth. They say, actually, when it says any lawful act or activity, actually that means maximized shareholder value. I know it doesn't literally say that, but that's what it means. Everyone agrees that that's what it means. And they formed what they called a normative consensus. Not through an act of general incorporation was a big battle, statehouse by statehouse. This was done in the back rooms and in the courts. This was done at legal conferences and in boardrooms very quietly, very simply. The purpose of a corporation is just to enrich its shareholders. That's our new mantra. That simplifies decision making. It basically drops out two of the three legs of the stool. The purposeful incorporation leg is obliterated. It's replaced with shareholder primacy. The trustee duty is narrowed to compliance. So long as the directors make sure the company complies with any applicable rules and regulations, then they have achieved their trustee duty. There's no mission to defend for them to be the trust of. And the agency duty expands. What was before a negative duty to protect investors from fraud is now an absolute positive duty to maximize their returns. Again, I quote so many theorists in this book to make sure people really understand that I am not making this up. They literally say managers not only can but should break the rules if it is profitable to do so. They say uh in the Revlon uh finding in the in the court in Delaware Chancery Court, they say that in the case where someone tries to buy your company, the role of the directors changes to become auctioneers to get the highest price for the shareholders. This is their legal and and they started to see it as an ethical or moral obligation. This is done 40 years ago, not 400 years ago. And it's been an absolute unmitigated disaster ever since.

Christian Soschner

Your thesis is that currently the companies that we see on public markets basically have um put creating shareholder value on top of their list and maximize practically all activities towards maximizing shareholder value and all other um virtues that we saw in companies or that we see in companies like creating value for customers are secondary in the decision making. Yeah. Okay. And this basically nudges the entire economy when you play it through in your mind in a worst case scenario and say, okay, it is not just a company at the end of the day um becoming an extractive economy and just pulls out capital at scale and redistributes it to very few people at the end of the day when we just play it through in a scenario. Um is this your perception?

Eric Ries

I think it's unequivocally true. Well which which part is even up for debate at this point. I think uh like if you ask people to defend this state of affairs, they either have to deny the facts. Like I I have quite a few people who read the book and gave me feedback and said, look, this seems like a scathing critique of capitalism. Like that's interesting that you see that, see it that way, because the word capitalism hardly appears. All I do is lay out the facts of what is happening according to the research, and you perceive it as a critique. Isn't that interesting? By the way, younger readers perceive it as a defense of capitalism. I had one very young reader told me, this is the first book I've ever read that defends capitalism. So I think I think the fact that people have had this polarized reaction to it tells you a lot about what's going on in our world today. Anyway, I think this is unequivocally clear. So people who deny this either have to deny the facts or you have to like make this kind of very convoluted argument that although we see with our our naked eyes all this extractive behavior. And I give dozens of examples in the book. I'm not, this is not some weird thing, like you know, Sears, think of it like a retailer like Sears, people like, whatever happened to Sears, I'll tell you what happened to Sears. People are like, it must have been technological disruption. Yeah, at the end, the final illness, of course, was the disruption, but it had an autoimmune disorder before that. It was taken over by a parasite. Somebody took over Sears and managed to extract for himself $1.5 billion at a time when the company lost $11 billion. So this was not like a natural act of creative destruction. This was an unnatural failure, a failure that was engineered to the benefit of some insider. And we see that across the board. I have been asking people as I go around on my book tour, tell me a story about a time that a favorite company of yours, favorite brand, got a lot more money, either because they went public, they got acquired by a public company, they got taken over by private equity. Is geez, anyone, I've been asking the crowd, does anyone have a story where that happened? Has anyone had that happen to them? Everyone raises their hand. Everyone's had this happen to them now. Okay. Does anyone have a story where because of the vast financial resources of the new acquirer, the product got better? The food is tastier, the restaurant service improved. No one has a story like that. Every story is a story of devastation. Every, every story. The most recent one I heard was a tortilla company. I was like, oh, what? Like, yeah, there's this tortilla company that just got taken over. Now the tortillas are disgusting. I was like, I can't believe people could get so worked up over tortillas. Oh, my friend, you don't understand. Go on. And what's funny is every one of these brands, you go on Reddit, they all have a subreddit. You can just read post after post after post of people being like, what happened to my favorite brand? It's been destroyed. To the point now where when people see a brand that they admire, they often say things like this. Someone said to me the other day, I really hope they're successful. And they're like, No, actually, I hope they're successful enough to make money, but not successful enough to be acquired. It's like that's our wish. That's our modern day wish. May you be not so successful as to be acquired. Because we all understand that in an exit, we're often talking about the exit of the company's values, the exit of the product's quality, what Corey Doctoro calls a jidification.

Christian Soschner

That's an interesting perspective. That's a very interesting perspective. Um, I think it changed a little bit in the last 50 years, so I still uh assume that we are back in the 70s and 80s and uh with my priming, and you obviously did your homework very well, which uh I admire. And uh what are your what are the positive examples? Uh I understand your criticism on on the current system, but is there a company for you that stands out where you say they do it right? They are on the right path.

Eric Ries

Okay, this is a very tricky question to answer, and I'll try to do it because I we live in a very polarized age. Okay. And as a business author, polarization is a bit of a problem because I've noticed that if I praise any company, people think I'm saying that they are like perfect. God's gift to humanity. And people consider it a gotcha if any company I praise ever does anything bad, as if see, or if I say something negative about a company, if they ever do anything good, see, a gotcha. It's like no. So I don't I don't say that companies are perfect, and I wouldn't say I would never say that any company's doing everything right. That's too, that's too much. But here's what I will say if you ask most people, normal people, civilians, not in the business like us, but civilians, why does this happen? Why is there this corruption everywhere in our economy? They will often say that it's inevitable. They'll be like, well, what do you expect? There's so much money involved, it's human nature. Uh, you know, investors are this, people are greedy, public pressures, quarterly returns, whatever. There'll be a just-so story, cultural story. You know how Americans are. What do you expect? You know, whatever. The Americanization of our economy, I hear that all the time now. People have a just-so story about why it's the way that it is. The problem with this theory is that if it was inevitable, there would be no exceptions. And yet there are exceptions. Now, when I say they're an exception, I don't mean that they're perfect. Only that they seem to have been able to achieve surprising mission longevity in situations and in economic circumstances that others have succumbed to. It's as if there are certain bridges that collapse and others that don't. And if you ask an engineer, hey, I got this bridge that collapsed, could you come help me out? Oh, yeah, sure. Comes over, looks at your bridge, says, I see what happened here. Gravity. You're going to be annoyed. Dude, that is not a very helpful explanation. Of course, there's gravity. It's like, what? That's why it fell down. Gravity pulled it down. It's like, I know. But if gravity is the reason it fell, how come that bridge didn't fall? Oh, I see, I see, I see. Well, let's look a little closer. Oh, see, all the metal parts, the bolts, the bars, they've all been corroded. That's your problem. Would we then say, oh, I guess it's impossible to build a bridge? No. We'd say, why don't we build the next bridge with stainless steel? Why don't we study those bridges to see why they're still up? So my question in this book is what is the equivalent for organizations of stainless steel? What are the materials and structures we can build companies out of that seems to create the architecture of institutional longevity? And when you look at it through that lens, you find these companies all over the place. You know, uh, like Nova Nordisk or Costco, Patagonia, John Lewis Partnership, Vanguard. They've been around a long time, these companies. Why? IKEA. Um if you look at these companies and you ask, what do they have in common? You know, why did why has Hershey chocolate endured while Cadbury was destroyed? Why? If you look at these companies, you'll notice that they all have one thing in common. It's not culture or values, they have very different values. Think about you know Costco versus uh Novo Nordisk, right? Couldn't be more different. It's not that they have similar cultures. One is Danish, one's American. You know, that's not that they come from different time periods, they're very different. They have very little in common. But what they have in common is that they violate our modern ideas, our modern best practices about how companies should be structured. And this is really interesting because again, people say, well, all right, so maybe they're maybe this is selection bias. You're just picking, you're just cherry-picking examples of companies that have made it and saying, what do they have in common? But that's not the point of this exercise. Because yeah, you know, at the end of the day, people have to be able to reason for themselves about what makes sense in their circumstance and just sampling won't get it done. The point is that our modern finance theory predicts that these companies would fail, that they are impossible because they would be at a tremendous competitive disadvantage. I remember the first time that I met a company that has what's called the Industrial Foundation structure. This is the structure that Novador disk has, where a nonprofit foundation acts as the mission guardian, overseeing a for-profit subsidiary. Novador is a publicly traded company, but it still has a nonprofit mission guardian. I met a company in Denmark called Grundfos that makes most of the water pumps in the world. And I was just doing a lean startup workshop for them, meeting with their CEO and all their top executives. And I was asking them questions, you know, just in the in the Q ⁇ A, hey, I want to learn a little bit more about your company. And they explained, we have the structure. And I thought, oh, I'm so sorry. That must be really hard for you. And they said, What are you talking about? I said, Yeah, you're run by a nonprofit. I guess you can't compete on a global scale. I guess you won't be able to raise money from investors. You won't have the discipline of the market to help you be more efficient. You probably have a lot of virtue signaling nonsense because it's just the nonprofit people have no profit motive. And I just like spouting off what most of us have internalized as the facts. We treat these like they're facts. We must have these things to create a globally competitive enterprise. And they just laughed at me. Because I just said the dumbest thing they'd ever heard. Like, you gotta be kidding me. We wouldn't trade this structure for any amount of money with the so-called best practices. And that's really wild. How can these be the best practices if these violators are everywhere? When people tell me, when I'm advocating for startups to do this, most investors, most accountants, most lawyers, all these experts, they look at this and say, that sounds completely unworkable. What is this newfangled thing that Eric is advocating for? And I'm like, with all respect, the German optics company Zeiss had this structure in 1887. It's not exactly new. And there are so many of these companies that there are academics who study them for a living. And guess what they've found? Companies with this structure are five times more likely to live to year 50 compared to regular companies. Again, I'm not saying that companies with this structure are magically perfect, only they have, on average, exceptional longevity and exceptional financial performance. That should not be true. If all the theories that support shareholder primacy were true, these companies would all collapse. Why haven't they? That's what we have to grapple with.

Christian Soschner

I mean, why haven't they? My opinion is because they focus more on uh on customer value than shareholder value at the end of the day. And of course, if they found a good balance. I like I like the example of uh Nova Holding. Um, my business network is basically from the farmer industry, and I'm very used to getting a backlash when I say uh farmer, and there's always this this evil. And so I understand um this notion that the in the industry is evil. Uh some people think that, and they understand your point that you say at the end of the day, it's uh fight for is the company and their management staying on the side of virtue, or are they starting to gravitate uh to becoming an extractive entity and just maximize for shareholder value and then wind the organization down and move on and play it with the next with the next thing? Um when you advise startups, um, because every everybody that I met in the startup world, in my opinion, tries to be a virtuous company and tries to maximize the customer value and doesn't think so much about the shareholder value initially. They play around, they find their their product, their service, they find the first customers, and then they keep going and suddenly it becomes uh a complete mess because you get many, many more shareholders into that. What advice do you give them to protect their purpose, to put that first in their company? To say we are a purpose-driven company, we want to protect it, and everybody that comes on board has to work under this top premise. And of course, we need to survive financially, but this is not our driving force. How can they set it up that it really works long term?

Eric Ries

So um it's interesting. I I I don't have his permission to tell the story publicly, so I'll be a little bit vague about the CEO in question. But I met a CEO who he really embodies what you're talking about. He was very mission-oriented, very principled. But when he started the company, it was kind of like an experiment. He's like, I don't really know if it's gonna work. He didn't really think of himself as an entrepreneur. He's like, I'm just gonna try this thing, we're gonna see how it goes. And, you know, when he corporated the company, his lawyers were like, Look, just do the standard thing. And say, Well, what is the standard thing? And he's like, he actually read his own corporate charter, which is very unusual. And he's like, This doesn't seem right to me. This says that we're gonna have to maximize shareholder value, right? And they're like, Yeah, yeah, but that's how everybody does it. Just when you're older, you'll see this. He's like, you know, like a child. But when you're older, you'll understand this is the right way. He's like, fine. So he signed the standard documents. He didn't give it much thought because he didn't think he's like, I'm just gonna get product market fit, we'll see what happens. And then as the company got more and more and more successful, he started to notice this problem between the company's mission statement and its actual legal purpose. There was this divergence. And it started to bother him, and he kept saying to his investors and people, like, we got to do something about this. And they'd be like, Well, it's too late now. You signed the papers, right? It's like, and and anyway, he thought he was stuck, but but even very late in the company's life, he discovered this idea, one of the ideas I'd recommend in the book, called the Public Benefit Corporation or PBC. Um, this is something that you can do in Delaware, and I think 44 American states, but but many countries are developing, uh, have adopted a version of this statute. And although the PBC is something new, it's like 20 years old. To me, it's actually something old. It is just a restoration of purposeful incorporation like we had in the 19th centuries. We're just getting it back. Um and so um the nice thing about the PBC is it allows you to write into the corporate charter something other than maximize shareholder value as the public benefit that your company is designed to create. Now, the way it's done in the US, you still also have to do shareholder value. So this is like a balancing test. You're saying we're gonna do this and shareholder value, which is just better than nothing. But of course, we could imagine even better systems than that in the future. Um, and he did it. He like forced his board and forced his investors to go. He's like, look, I insist that we do this. And it's been it's been really positive for them. So that's one, that's one thing to do: simply um bring back into alignment. Now, by itself, writing something in the corporate charter is not like a magic silver bullet. And I think a lot of people uh have this kind of magical thinking where they just assume that, you know, you only do one thing and then you're done. And that doesn't get it done. But that is very important. So that's that's the first step. A lot of the book is about this blueprint of how to actually manage and lead a company in a mission-driven way, and then how to structure it to protect that ethos. So, first of all, protection by itself doesn't do anything. If you take an evil company and structure it to be protected, all you've done is make it more evil and doesn't help. But if you take a company that is virtuous, that actually is doing the right thing, that has an economic engine that is working, and you want to protect that, that's where these protections are super useful. So, just very quickly, the inner alignment stuff, the ethos stuff is establish the corporate purpose like we were just talking about. Establish the fiduciary hierarchy. Who is the company committed to serve? What are its extra financial um benefits? I would say, who would you rather die than betray? Most people won't say, well, shareholders only, I don't care about anybody else. No, probably you'll say customers, probably you'll say quality or the environment or something. Unless you're a sociopath, you'll have some reason why you could. So write it down and then integrate that into both the management system of the company, make it so that the business model can only profit by accomplishing those things that you're committed to, and make sure that the culture is aligned to those values so that employees know what to do, even if no manager is there to tell them. You do that, you'll have an ethos, a character that will allow people to trust you. Trustworthiness is a really valuable and underrated asset. And you can use the magnetic alignment to then power all these other solutions, things like the public benefit corporation, things like I think boards of directors should have to take an oath, like the equivalent of the Hippocratic oath that doctors take. Um, I think that we need to have mechanisms to bind the directors, not just to be agents of shareholders, but agents of the mission. So to do that, we need some kind of outside uh trustees that hold the board accountable. You could do that with a nonprofit foundation, like we've been talking about. You can do it with a purpose trust, like at Patagonia. You can do it via what's called a long-term benefit trust. That's what they have at Anthropic that's helped Anthropic navigate these very difficult times. So there are these structures. And of course, you could do it through employee ownership trusts and cooperatives, and there's a lot, there's a lot of models out there for how this can work. But in general, that's the blueprint.

Christian Soschner

Yeah, I like anthropic who that you mentioned. It's a great product. Um, it sounds for me so strange because these are all in my world, this is all given. So, from my education, and when you talk about it, it was hmm. I mean, isn't that how it is supposed to be at the end of the day? I grew up with this uh notion when you are director in a company, you have to uh protect the mission of the company, you have to protect the company, you have to protect customers, employees, also the shareholders, you have to sit down, do your work, and then suddenly in 2020, when I look in Europe, wire cut happened. Where I thought, hmm, how can that be? How can that be that I get audit reports, that uh banks issue loans, and suddenly 1 billion dollars is missing, or euros is missing at the end of the day, and the company went bankrupt and went down. Um, my question to you is um you can write everything in paper. This is something uh very easy, especially now with the products like Anthropic or ChatGPT, just as fairly or Gemini or others, you get walls of texts back and can write everything down in sound words. Um, what advice would you give a company when you say, okay, I mean, I know um we have it written down, but uh when you look around, I mean, wire cut that other companies go bust even though they had also good governance rules. What must the management, what must the board or a founder do? Who is responsible for that, in your opinion, to protect that mission and really make it alive and not just uh an artifact written somewhere and filed with a with a lawyer and nobody reads it anymore?

Eric Ries

Yeah, that is a very common problem that these these are just words on paper. I mean, that's obviously a big big part of the open AI story, if you're not. So at the end of the day, this is uh a human choice. Human beings have to be uh accountable here. And this is like, you know, elementary political philosophy. Checks and balances, faction balances faction, you know, read the Federalist papers. Like, this is not this is not really that new. What we have to do is just take it seriously. Governance at the end of the day is the study of power relations between people. A corporation is a little bubble of utopia, okay? It is a little like a spaceship, it carries its own atmosphere inside. And the atmosphere is somebody's idea of how human beings should share power with one another. And that's why there's so many different valid solutions. Think about how many political philosophies there are that work. There's a lot. There's quite a few. Human beings have been experimenting with our own political forms as long as there have been human beings. That's what we like to do. So when you see an organization that way, it starts to make sense. Some organizations are super hierarchical, others are more egalitarian, some are very ruthless, others are very kind. Some are compassionate, some are uncaring, some are efficiency-oriented, some are uh innovation-oriented. There's so many different ways. But we in business we talk about the economic realities of those differences. I don't think we talk enough about the power differences. At the end of the day, it's human beings. Humans are still primates. So who's in charge? Who gets to decide? Um, if the if the organization does not have what I call a mission guardian, that is somebody whose job it is to look after the mission, it won't happen. If people in the organization's careers are not tied to success of the mission, it won't happen. Whatever you reward will ultimately be what is incentivized. And again, this is hard for people to think about because typical leadership texts will say things like this we need to align people. So make sure you have the right rewards. Okay. But people say, ah, that's a leadership problem. The leadership should choose the rewards. True, that is a leadership problem. But who chose the leaders? What were the incentives of the people that chose the leaders? If their if their rewards are not aligned, then they will choose leaders who were not aligned, right? Where do these reward systems come from? And people say, well, it's the shareholders who did it. But who chose the shareholders? In a lot of cases, the company themselves chose the shareholders. They chose to raise. So these things are alive. They're complicated. They have a lot of um inertia, momentum, a sense of moral compass to them. And once you see it that way, it at first it's disorienting. You say, oh, it sounds impossible. But I kind of feel like to me, this is like most most people, most of us, when we became adults, at some point had to grapple with the philosophical question of what am I? Am I I'm alive? What does that mean? I think, therefore, I am. I have a body and I experience sensations, therefore I am. You know, I think a lot of us go through a phase where we say, ah, I'm not a mind in a body. You know, I am a body and I control my body. How do I know? I think the thought, my arm should go over my head, and look what happens. Huh? I'm in charge. And if you meet, if you've ever had a late night, you know, philosophy conversation with, you know, maybe at a certain age in your life, this is something you had a lot of time to do. A friend of yours might say, Oh, really, you're in charge, are you? Why don't you command that cut on your arm to heal? Can you do that for me? Oh no. Can you command your body to be healthy? No. There's a lot more going on here than your nervous system, right? So what are you? And people sometimes fall into despair. Oh, if I'm not in charge, who is? What am I? And people be like, I guess since I can't command my body to be healthy, I can eat all the Doritos I want. It's like, nope, that's not how it works either. Over time, the choices you make through your voluntary actions result in a certain long-term consequence, a character, an ethos. That's where those ideas come from. It's very old-fashioned to think that your choices have consequences. We live in a very libertine culture where we're supposed to pretend that they don't have choices. They don't have consequences, but they do. Organizations are the same way. I meet so many managers who I say, who's in charge of the this company? Me. How do you know? I give commands and they're obeyed. Oh, really? Congratulations, you have a functioning nervous system. But you can't command your organization to be healthy. You can't command it to have a certain culture. You cannot command it to follow a certain mission. But that is not a reason for despair. People say, Oh, I guess there's nothing I can do. No, there's everything you can do, but you have to realize that this is something that can be cultivated, not commanded. These are what are called emergent properties of the emergent intelligence that is the superorganism that you temporarily steward. Being a leader is much more like being a mother than a slave owner. We birth these things, we do not own them. We nurture them and care for them and erase them and influence them. And if we do it well, we produce a thing with a really outstanding character. And that character is not some empty virtue signal, it is the engine of high performance, as I document extensively in the book.

Christian Soschner

Yeah, it's a great point. It's always the sum of all parts, and it depends on which parts you make uh participate in the company, especially when we look at the board of directors. Um, what people are on the board of directors, they often observe in in startups or scale up companies uh before they go public that they get VCs on board, grant them a board seat, and uh they don't get the managing partner but um the intern or someone who just graduated and then sits on the board and makes decisions at the end of the day. Um, when we talk of this board composure, let's let's play a game and assume I would hire you and uh get you in my company and say, look, uh Eric, can you help me select the right board of directors, the members, so that we really stay a mission-driven company? What character traits would you look for? What would be your checklist where you say, Okay, these are the five points that I would want to emphasize that a person brings into the company to make sure that uh this company stays really focused for the long term.

Eric Ries

Okay. I this is an important question, and I will answer it, but the most important traits of a director are actually not personality traits at all. They are traits about what that person values and how they themselves are incentivized. Unfortunately, today the best practice across almost every governance context is to load up boards with independent directors. The idea is that you find people that are, you know, like mandarins in their field, experts, people of high stature and prestige, and you say, look, you and who have no financial stake in the outcome of the company. They'll be like indifferent judges. And first of all, I don't understand why indifference is seen as that good. Okay, like it's like that's a huge problem because like indifference is actually not really the attribute you want in a mission guardian. You know, it's like, wait a minute, you're my mission guardian? No, you're indifferent. Secondly, if you don't incentivize people, it doesn't mean they have no incentives. It just means somebody else does the incentivizing. And for most independent directors, their in their overwhelming incentive is to have fealty to our current financial system and its values. Why? Because that's how you get independent director gigs. So the most important thing is to have people who are accountable to the mission. And that can happen in a variety of ways. Of course, I think the best way is just to have that be formally what's going on. Like, you know, in like in a representative democracy, the the legislators are elected by the people. They're accountable to the people. You need to have that mechanism. If you have people that are just independently selected and serve indefinitely at their own, at their own prerogative, like you can have a huge problem misalignment. But it doesn't, that's not the only way it can be done. You can find other people who will be accountable to the mission, maybe because their position in society is dependent on the mission being a success. People, people whose reputation um would suffer greatly if the company was uh failed or destroyed, or people that you have extremely high degree of personal trust with. But I think people overestimate the bonds of trust quite frequently. Um, so yeah, and and today, because we only have one, generally speaking, most for-profit companies have only one board. We have to combine mission guardians and then like investor representatives and people who are kind of like business savvy and like have technical expertise all into one group. That's very unstable. The research shows that having the trustees, the mission guardians, be a separate body that holds the directors accountable is both better for mission protection, but also frees up the board to be more commercially minded. Anyway, that that's that's far more important than the individual personality traits. Although, of course, you do want the personality traits, you want the people who care about the mission deeply. That's by far the most important attribute.

Christian Soschner

Did you understand it right? You see the mission guardian a little bit outside of the board of directors on the side and uh uh basically monitoring. Above the above.

Eric Ries

I I think the mission the best structure seems to be one in which the mission guardians appoint the board of directors.

Christian Soschner

Appoint the board of directors, okay. And the mission guardians also sits then above the founders at the end of the day. So it's really a uh and the foundation structure about the company.

Eric Ries

That's perfectly fine. Okay. Um, but yeah, somebody who is deeply invested in the outcome. But on a long-term basis, you want them to be the mission guardian.

Christian Soschner

This was something that I was playing around when reading a book. Is uh I mean, we are talking about uh humans failing at the end of the day, so it always points, uh pulls back to the human being and say, okay, when does a human decide to become corrupt and uh leave the path of virtue and uh decides to do something else and um just uses the system for for his his best own benefit and forgets about the mission? But who guards the mission guardian at the end of the day? Who guarantees that this body or this person uh stays really mission-aligned?

Eric Ries

I'm sorry, can you say that again?

Christian Soschner

Who guards at the end of the day the mission guardian? I mean, it's at the end of the day, also the mission guardian is a human being at the end of the day.

Eric Ries

Oh, I see what you're saying. Yeah, yeah, yeah. No, this is all it's turtles all the way down. Every time we have any kind of role of power, we have a succession problem. Who selects problem? So different organizations solve this different ways. Um, the worst way is when the founder is the emperor for life. We have a huge problem with succession always. So that's a huge problem. So that's all so although founder control is one valid solution to the mission guardian problem. I in the book I discuss it has significant problems uh that need to be solved. Um, if you choose the the structure called the perpetual purpose trust, um that's a relatively new structure here in the US. The PPT has a role in it called the mission protector, which is an extra person who has the power to hold the trustees, the guardians, accountable. So you have the protector who holds the guardians accountable, who holds the board accountable. Um, that is pretty that seems to be work pretty well. That's what Patagonia has. Um, and then in a lot of cases, the trustees simply elect the trustees. So you create in the trustees, like in the case of like a nonprofit foundation, the trustees of the foundation have that responsibility. Going back to Grundfos, the Grundfos board of the foundation, if you read the charter that the founder set up, I think it's 12 people, if I remember right. Four of them are members of his family. So he wanted his family to have a role in the governance of this thing, even though they don't own it anymore. So four family members, um, four current long-tenured executives of the company, so employee, four employees, and then four outside business experts. And the charter lays out the criteria. They have to be eminent business people who really know what they're talking about. And that's it. Those 12 people elect their successors, and it's a close group. And that doesn't seem like enough. Like you're like, gosh, seems like they could become corrupted, right? But the evidence seems to show that that is a very common setup. That seems to be enough just by itself, because people who have nothing else to do, they have the one and only one job to be the mission guardian. Like human beings, I think, have an innate understanding of what it means to be a steward of a thing. And it's only when we mix in these other motivations and all this money and all this other stuff that people seem to get confused. So, yeah, you can build more elaborate structures, and I can I can there's there's others that are more complicated, but it seems to be just that simple structure seems to be very effective.

Christian Soschner

So, your solution. So your vaccine for the company is basically a structural uh topic as a character trait to make sure that this uh this thing moves forward. We are now in the in the age of artificial intelligence. Um, how do you how do you see uh AI affect the structural problems? Is there uh anything that you um are worried about?

Eric Ries

Who's now worried about it? Yeah, are you kidding me? Um look, AI can be a tremendous tool here. Um, or obviously it can be a huge, a huge problem. I I've I'm on record many times saying that I think the way that many AI products are being built today and the way that companies are rushing to adopt AI is gonna lead to a lot of problems. And we should be so lucky that the problems are only financial in nature and don't involve the loss of human life. Um, although we've already seen terrible, terrible examples. The US bombed a school on the basis of an AI model just the other day. Oh, really? Yeah, that's terrible. Sorry to hear that. Terrible stuff, terrible stuff going on. Um, and there's every reason to be concerned. But yeah, no, but AI could also be a tremendous uh asset. Think about the difficulty of being a mission guardian or really any kind of leader. One of the most difficult challenges is the issue of span of control. Meaning, uh, how can you be sure that you know what's going on in your own company? You know, you're like, well, I'll read the reports from all my managers. Now you know those reports are accurate. And plus, there's too, if as a company gets bigger, there's too many, you can't even read them all. There's too many. I'm gonna talk to the customers. But if you have millions of customers, who are you gonna talk to? A representative sample, but how can you be sure? The really nice thing about LLMs, the thing that they are best at in the world, as far as I can tell, is summarizing. They're just incredible summarizing machines. They're not as good at creative work, but they're really good at summarizing things. So I think the ability to summarize just what is going on in my company is so valuable and so useful. And so I think we're gonna see you imagine if you're like, look, I have an agent, a constitutional agent. It's like here is the here is your responsibility. Help me figure out if I'm being true to my mission, analyze this for me. I just think that that's gonna create super super empowered managers or could uh make directors, mission guardians, leaders, like executives much more effective at what is today seen as a very nebulous, um very nebulous project. But yes, I am very concerned that I think the path we're on at this exact moment is not not looking great. So we got we got some got some work to do if we want to see a different outcome uh made manifest.

Christian Soschner

Eric, when a founder wants to approach you, what's the best way to get back to you?

Eric Ries

Oh, to get in touch with me? Yeah. I'm very easy to get a hold of. Um my email address is floating around the internet. People can just email me and obviously can find me on LinkedIn and all the social media platforms. But if you want to engage with me, um, not just to pitch me, because I get pitched a lot, and so your success rate is not likely to be too high. The best way is to join a community with other like-minded people. So in the book, there's a QR code you can scan community.incorruptible.co. You can see uh you can join our community and and be in touch that way. That's one way. And of course, people can reach out to me through the other founders and uh investors that I'm I'm affiliated with. There's there's quite a few of them. If you want to uh follow me by email, uh you can join my mailing list at incorruptible.co. That's uh that's the best way to be in touch. And through that you can kind of see what I'm up to, and there'll be lots of opportunities to connect uh for those that are interested.

Christian Soschner

Eric, thank you very much for this fantastic conversation. Um, I enjoyed reading your book. Um wish you all the best, a lot of success, and make the world a better place.

Eric Ries

Same to you. I really appreciate it. Thanks for your time and thanks for the kind words about the book.

Christian Soschner

Super, have a great day. See you soon.

Eric Ries

All right, everybody, like and subscribe. Don't forget.

Christian Soschner

Take care. Bye-bye. Bye-bye. Three things I take from this conversation. First, shareholder primacy is not ancient law. It hardened about 40 years ago in courtrooms and in boardrooms, and most founders sign it into their own charter without reading the line. Second, structure protects. It does not create. Eric is very direct about this. Protect an extractive company, and all you get is a more efficient extractive company. The ethos has to be real first. And third, the part nobody has solved. Put a guardian above the boat and you have a human being holding the mission. Succession stays the hard problem. Eric's book is incorruptible. The link is in the show notes with his community. If this conversation was useful, send it to one founder or board member who holds that responsibility. One share does more for this show than any algorithm, and it makes the next conversation like this one easier to arrange. Follow the show to get the next episode. I will see you there.