I am a little behind on reporting this but on February 27th, the American Antitrust Institute issued a report on American Cartel Enforcement in Our Global Era.  The press release is below:

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Today, the American Antitrust Institute (AAI) released the cartel chapter of its forthcoming Transition Report on Competition Policy to the 45th President of the United States. The chapter is entitled American Cartel Enforcement in Our Global Era. This release is part of a series of previews in which the AAI will make select chapters of the transition report available for download in advance of the report’s publication.

“The need for strict anti-cartel enforcement has always enjoyed bipartisan consensus in the antitrust community,” said AAI President Diana Moss, “and it’s clear we can do more to support this important mission.” The cartel chapter provides a detailed empirical analysis of cartel enforcement trends dating back to 1990 and makes a variety of policy recommendations that will help foster optimal deterrence, improve scholarly understanding of cartel behavior, and better protect consumers from what remains a growing threat. The Transition Report’s editor, AAI Associate General Counsel Randy Stutz, said, “This chapter is particularly valuable for putting U.S. cartel enforcement in a global perspective and shedding important light on the evolution of modern cartels, which continue to cause massive harm on an international scale.”

The cartel chapter makes a variety of recommendations to better deter cartel conduct by improving detection, prosecution, and punishment, including the following:

• The U.S. Sentencing Commission should revisit the assumption in its Organizational Guidelines that cartel overcharges are typically 10% of affected sales or, indeed, total market sales. The presumption should be raised to at least 20% for North American cartels and 30% for international cartels.
• Congress should raise the Sherman Act maximum corporate fine for criminal price fixing to $1 billion and the Sherman Act maximum fine for individuals to $10 million.
• Congress, or the Antitrust Division of its own accord, should institute whistleblower rewards in cartel cases akin to those made available in qui tam civil suits under the False Claims Act, and the administration should support legislation protecting cartel whistleblowers from retaliation from their employers for reporting wrongdoing.
• After securing criminal convictions, the Antitrust Division should routinely inquire about, and publicly report on, details concerning how cartels were able to collude and sustain their collusion. It should also consider requiring, in sentencing agreements, that defendants turn over simple post-conviction reports for five years on their production costs, sales, and prices in the affected market.
• The Division should receive a budget increase earmarked for its program to help educate foreign antitrust authorities in how to design effective leniency programs, impose appropriate monetary sanctions, implement criminal provisions in their antitrust laws, and improve their anti-cartel enforcement generally.

Visit the Transition Report section of the AAI website for a free download of the entire chapter and links to the AAI’s related work.

The AAI Presidential Transition Report makes policy recommendations based on the AAI’s mission of promoting competition that protects consumers, businesses, and society. The Report is one way the AAI serves the public through education, research, and advocacy on the benefits of competition and the use of antitrust enforcement as a vital component of national and international competition policy.

Contact:
Randy Stutz, Associate General Counsel, American Antitrust Institute
(202) 905-5420
rstutz@antitrustinstitute.org

Diana Moss, President, American Antitrust Institute
(202) 536-3408
dmoss@antitrustinstitute.org

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The issue of increasing fines for corporate defendants is hotly debated.  Some argue,  as does the AAI, that the current assumption in the Sentence Guidelines of a 10% overcharge from cartel agreements understates the economic harm from cartels, does not fully capture the illegal gains and is inadequate to deter cartels.  A contrary position put forth by many in the defense bar is that with enforcement agencies around the world lining up to prosecute cartels that are uncovered (and in some instances double counting commerce), coupled with follow on private treble damage litigation, the costs of pleading guilty and cooperating have become extreme; possibly resulting in less cartel enforcement.  One prediction I can safely make is that the United States Sentencing Commission will not be taking up the issue any time soon.  Antitrust sentencing guideline reform is not currently on the Sentencing Commission’s agenda.

The idea of an antitrust whistleblower provision is a sound one that has never quite gotten much traction.  The Antitrust Division is quite content to rely on the Corporate Leniency program as a case generator.  A whistleblower provision may complicate leniency applications and also encourage unsound complaints by whistleblowers looking to cash in on huge antitrust recoveries.  On the other hand, it has always struck me that there may be a more efficient, less costly way, of encouraging disclosures of cartel behavior.   All other things being equal, it would be better from an enforcement position to encourage a whistleblower to come forward than to give “amnesty” to an entire company and its qualifying executives.  Of course, one individual coming forward is not by itself going to make a case, but it can be a better start than giving leniency to a highly culpable company and its executives.

This is an area worth exploring:  Would a whistleblower provision supplement or damage the heretofore effective Corporate Leniency program?  A recent article by Canadian competition attorney Steve Szentesi, The Time has Come to Reward Competition Act Whistleblowers, is worth a read.

Thanks for reading.

I’d like to share with the readers of the blog a recent publication of mine titled “Cartel Detection and Monitoring: A Look Forward,” forthcoming in the Journal of Antitrust Enforcement.

As I have discussed in other places, data-based cartel detection tools have been employed by antitrust agencies for many years. (see my discussions here  and here.)  There is also a growing literature on the applications of such techniques. As an economic consultant, I have also seen and implemented such techniques in Section 1-related private litigation.

In this article, you will find an accessible discussion of important methodological considerations when designing dynamic empirical screens for cartel behavior. You will also find lessons and experiences I draw from research studies in central banking (early warning system for financial crisis in particular) and machine learning that are helpful in the design and use of empirical screens. For those of you who are interested in the academic research in this interesting area, you will find my suggested topics for future research.

With the link attached here, you have free access to this article (provided you don’t sell it for money. 🙂

As always, I appreciate your thoughts and comments. You can reach me at ai.deng@bateswhite.com or connect with me on LinkedIn here.

Ai Deng, PhD
Principal
direct: 2022161802 | fax: 2024087838
1300 Eye Street NW, Suite 600, Washington, DC 20005
ai.deng@bateswhite.com
BATESWHITE.COM

Every once in a while, I see a piece of antitrust news that makes me happy on a personal level. This happened when I read that Marc Siegel  just left the Antitrust Division after a distinguished career and is now a partner at Jones Day in their San Francisco office. Marc worked for 30 years at the Antitrust Division, moving up from trial lawyer to hold various senior leadership positions involving global and domestic criminal cartel enforcement and policy development. I got to know Marc well over the years, particularly when he moved to DC and became the Director of Criminal Enforcement in 2005.  Marc was always willing to help out where needed and as a result, he may hold the record for most titles for a Division attorney: Senior Counsel, Criminal Enforcement (2016); Chief, San Francisco Office (2014-2016); Acting Chief, New York Office (2013); Senior Counsel, Criminal Litigation, Washington, D.C. (2010-2012); Director, Criminal Enforcement, Washington, D.C. (2005-2010); Assistant Chief, San Francisco Office (2003-2004); and Trial Attorney, San Francisco Office (1986-2002).

Marc was one of the most respected and well-liked attorneys in the Division. He has a wide range of experience and sharp legal mind that was an asset you could tap on almost any issue. Marc oversaw many of the Division’s most significant matters such as municipal bonds and auto parts (while I was at the Division).  More recently, as Chief of the San Francisco Field Office he has been overseeing the international capacitors matter and the many local real estate auction collusion investigation and trials. In my experience, and as was told to me by many other Antitrust Division staff, Marc’s finest quality is that he was always available to talk things out when the stress was at danger level. Marc could not solve every problem but he could convince you not to kill yourself (or someone else) over one. Marc also made many personal sacrifices for the Division, leaving his hometown of San Francisco to spend significant time in Washington D.C., New York City and much other travel.  I hope he finds travel on the Jones Day expense account somewhat more tolerable than on the government per diem.  Marc–Good luck at Jones Day!

The Antitrust Section of Law of the American Bar Association prepared an Presidential Transition Report for the new administration.  The 62 page report covers a broad range of antitrust matters: the current state of antitrust and consumer protection enforcement; cartel, civil, merger, and consumer protection enforcement; important doctrinal questions facing the Agencies and courts today; competition issues that will be facing two key industrial sectors: healthcare and financial services; and the last section of the Report discusses challenges as competition enforcement regimes proliferate and continue to evolve throughout the world.

The Section on cartel enforcement is largely laudatory :

Over the past two decades, the Division has transformed cartel enforcement for the better. The Division’s enforcement efforts have had unparalleled success, an accomplishment that has had dramatic global implications. Today, more than 120 countries have cartel enforcement regimes; bid-rigging, market allocation and price-fixing are now criminal offenses in more than 20 of these jurisdictions.

Several recommendations are made:

• Transparency: “Practical guidance in the form of a “case study” addressing requirements or expectations for securing first-in conditional leniency (e.g., timing, document productions, proffers, and employee interviews) and unconditional leniency (e.g., full or partial restitution) would further the bar’s and the business community’s understanding of the Leniency Programs and what applicants should expect when seeking conditional and, ultimately, unconditional leniency. The Section encourages the Division to continue its efforts to increase transparency and provide information about its operations.”
• Fines: “The Section encourages the Division to reexamine the fundamental building blocks of the sentencing process, including, most importantly, the volume of commerce (VOC) determinations in domestic and international cartel cases.”
• Criminal prosecution of individuals: “The Section encourages the Division to provide clear and transparent guidance as to how the Yates Memo will affect Division enforcement and prosecution efforts. Specifically, further guidance is needed on the definition and identification of the “highest ranking, most culpable employee,” and how and when the Division will negotiate “carve-in” and “carve-out” determinations.”
• Compliance programs: “The Section encourages the Division to expand its review of compliance programs in place prior to the occurrence of the misconduct, and to consider providing appropriate credit for robust compliance programs.”

These recommendations are basically refinements on current Division practices.  There is one recommendation, however, that could be transformational in the area of international cartel enforcement.  The report states: “[I]n the wake of recent federal appellate decisions opining that the Federal Trade and Antitrust Improvements Act (FTAIA) is a substantive element of a Sherman Act claim, the Section recommends that the Agencies clarify that the FTAIA places a jurisdictional limit on Sherman Act enforcement.”  Whether the FTAIA is jurisdictional or substantive is a big deal.  A federal court cannot hear a matter unless it has subject matter jurisdiction so if the FTAIA is jurisdictional in nature, a plaintiff or the DOJ would bear the burden of showing in the initial filing that the FTAIA is satisfied.  This would place little burden on the DOJ because it conducts grand jury investigations before filing any criminal charges.  Civil plaintiff, however, would have to meet this burden without the benefit of discovery.  The Report argues: “Parties should not be forced to engage in discovery and merits defense of claims where it can be determined at the outset that the impugned conduct lacks the defined material nexus with U.S. economic interests specified in the FTAIA.” Report at 59.

The FTAIA could be a topic of hot debate within the new administration.  The Report states the legal argument for why the FTAIA should be a jurisdictional requirement for a Sherman Act violation. (See, e.g., Abbott B. Lipsky, Jr. & Kory Wilmot, The Foreign Trade Antitrust Improvements Act: Did Arbaugh Erase Decades of Consensus Building?, ANTITRUST SOURCE at 7-9 (2013).  But, all recent Circuit Courts of Appeals decisions that have considered the issue have held that the FTAIA establishes a substantive element of an antitrust claim.  The Antitrust Division, in its recently released Antitrust Guidelines for International Enforcement and Cooperation stated the that:

The federal courts of appeals have expressed differing views as to whether the FTAIA goes to a claim’s merits or a court’s subject-matter jurisdiction….This difference will not affect the Agencies’ decisions about whether to proceed with an investigation or an enforcement action because the Agencies will not proceed when the FTAIA precludes the claim on the merits or strips the court of jurisdiction. International Guidelines at page 18, footnote 82.  The footnote cites all the major cases on the issue.

As mentioned, the Antitrust Division does not file a case until is has satisfied itself through the grand jury investigation that the facts establish both a jurisdictional and substantive basis for the charge.  This issue will continued to be litigated in civil cases but the position the Antitrust Division takes, if it takes one at all through amicus briefs, will be important.

More to come on this issue.  Thanks for reading.

In the final hours of the Obama administration, the Antitrust Division issued two new guidance documents that relate to criminal antitrust enforcement.  In a Friday, January 13, 2017 press release the Division announced:

The Department of Justice and the Federal Trade Commission (FTC) issued today revised Antitrust Guidelines for International Enforcement and Cooperation. These guidelines update the 1995 Antitrust Enforcement Guidelines for International Operations and provide guidance to businesses engaged in international activities on questions that concern the agencies’ international enforcement policy as well as the agencies’ related investigative tools and cooperation with foreign authorities.

The new guidelines can be found here.

Then on January 17, 2017, the Antitrust Division issued an update to the Frequently Asked Questions About the Antitrust Division’s Leniency Program  and Model Leniency Letters.  The original FAQ was published on January November 19, 2008.  The updated FAQ can be found here.  The introduction to the FAQ states:

Elizabeth Prewitt, Robert Bell and Dina Hoffer, of Hughes Hubbard and Reed, published an article in Law 360 on January 19, 2017 titled “DOJ Narrows Paths to Immunity for Antitrust Crimes.”  The article notes the changes from the previous FAQ’s and discusses some of the implications of the new FAQ’s.  As the article notes, the FAQ’s should be reviewed carefully by anyone considering applying for a leniency marker.  The article itself is behind a firewall but here are a few key points by the HHR team:

• “the division has also removed the provision allowing counsel to secure a short-term anonymous marker without identifying his or her client.”
• “The revised FAQ’s also explicitly noted that former directors, officers or employees are only eligible for protection under a corporate conditional leniency letter ‘when these specific former directors, officers or employees provide substantial, noncumulative cooperation against remains potential targets, or when their cooperation is necessary for the leniency applicant to make a confession of criminal antitrust activity suffocate to be reliable for conditional leniency.'”
• “The revised FAQ’s also warn that corporate applicants ‘should not expect to use the Leniency Program to avoid accountability for non antitrust crimes.’”
• “The revised FAQ’s also formalize the Antitrust Division’s ‘penalty plus’ policy, which…seeks enhances sentences where a company pleads guilty to one antitrust offense under the leniency program but fails to report a second antitrust crime it was also involved in.”

Elizabeth Prewitt is partner in the New York office of Hughes Hubbard and Reed.  She spent 16 years in the Antitrust Division’s New York Field Office and was Assistant Chief when she left in 2014.  Robert Bell is a partner in the firm’s Washington, D.C. office and Dina Hoffer is an associate in the firm’s New York office.

More to come on both these new documents.  I’m escapably curious to see if the new administration embraces the new Guidelines of International Operations. These guidelines  tend to deal more with the Division’s interpretation of case law and set forth policy on important questions such as the application of the FTAIA.

I received this email about an important development in India’s cartel enforcement program from my friends at the law firm of Shardul Amarchand Mangaldas & Co.   I am posting it with permission.

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Dear Bob,

Yesterday, on 19 January 2017, the Competition Commission of India (CCI) published the first order involving leniency in a cartel case, heralding a much awaited and welcome chapter in its cartel enforcement regime.

In this order, a 75% reduction in the penalty was granted to both the leniency applicant (an enterprise) and the responsible individual involved in the cartel, bearing in mind the stage at which the leniency application was made and the evidence already in the CCI’s possession at that time.

Please find attached a summary and our analysis of this important order.  Competition Matters – First Indian Leniency Decision

Best regards,

Competition Law Team
Shardul Amarchand Mangaldas & Co.

pallavi shroff | john handoll | naval chopra | shweta shroff chopra | harman singh sandhu | manika brar | aparna mehra
Shardul Amarchand Mangaldas & Co
Advocates & Solicitors
Amarchand Towers, 216 Okhla Industrial Estate, Phase III, New Delhi – 110 020, India

pallavi.shroff@AMSShardul.com | john.handoll@AMSShardul.com | naval.chopra@AMSShardul.com | shweta.shroff@AMSShardul.com | harman.sandhu@AMSShardul.com | manika.brar@AMSShardul.com | aparna.mehra@AMSShardul.com

There is some news in the capacitor civil litigation concerning the commerce subject to potential damages under the Sherman Act and Foreign Trade Antitrust Improvement Act (FTAIA). With guilty pleas in the Antitrust Division’s ongoing criminal investigation, the main question in the civil litigation for many of the defendants has been “How much is this going to hurt?” As the case moves towards the plaintiffs’ attempt to get class certification, a big chunk of potential commerce has been knocked out—for now.

Back in October 2016, Judge Donato had made preliminary rulings on the applicability of the FTAIA to certain categories of capacitor commerce. See Cartel Capers, Judge Donato Issues FTAIA Order in Capacitors Civil Litigation, and Ben Hancock, The Recorder, In Price Fixing Cases, Two Judges Rule on Reach of US Antitrust Laws, October 3, 2016.  In his previous ruling, Judge Donato knocked out a “global pricing theory” for commerce based on purchasers by foreign entities who were invoiced and received their capacitors abroad, but the Court left this type of commerce open for further briefing to allow the plaintiffs to convince him there was a basis to include this commerce in possible damages. Now, the plaintiffs, by stipulation with the defendants, have dropped their efforts to include this commerce.  Judge Donato signed the stipulation making his previous ruling a final order allowing the plaintiffs the right to appeal.

Below is a section of the stipulation entered into by the parties and signed by Judge Donato:

WHEREAS, the Phase I Order resolved certain disputes between Defendants and DPPs with respect to three categories of transactions in particular: (1) “Capacitors Billed To Entities In The U.S.”; (2) “Capacitors Billed To Foreign Entities But Shipped To The U.S.”; and (3) “Capacitors Billed And Shipped To A Foreign Entity.” See Phase I Order at 5-11.

WHEREAS, with respect to the category of “Capacitors Billed And Shipped To A Foreign Entity,” the Court held that “the Sherman Act claims of foreign purchasers who were invoiced and received their capacitors abroad are not barred as a matter of law, but they may not allege a claim on the basis of a global pricing theory.” See Phase I Order at 8-11. The Court further ordered a second phase of summary judgment briefing with respect to this category of transactions, after which the Court would “apply these legal determinations to the record and end in a final order on defendants’ requests for summary judgment under the FTAIA.” Id. at 3.

WHEREAS, the Phase I Order resolved certain disputes between Defendants and DPPs with respect to three categories of transactions in particular: (1) “Capacitors Billed To Entities In The U.S.”; (2) “Capacitors Billed To Foreign Entities But Shipped To The U.S.”; and (3) “Capacitors Billed And Shipped To A Foreign Entity.” See Phase I Order at 5-11.

WHEREAS, with respect to the category of “Capacitors Billed And Shipped To A Foreign Entity,” the Court held that “the Sherman Act claims of foreign purchasers who were invoiced and received their capacitors abroad are not barred as a matter of law, but they may not allege a claim on the basis of a global pricing theory.” See Phase I Order at 8-11. The Court further ordered a second phase of summary judgment briefing with respect to this category of transactions, after which the Court would “apply these legal determinations to the record and end in a final order on defendants’ requests for summary judgment under the FTAIA.” Id. at 3.

IT IS HEREBY STIPULATED AND AGREED by and between counsel for the DPPs and the undersigned Defendants, subject to the concurrence of the Court, that:

1. Upon the Court’s endorsement of this Stipulation and [Proposed] Order, theCourt’s Phase I Order shall constitute a final order with respect to Defendants’ Motion for Summary Judgment with respect to DPPs’ claims of foreign purchasers who were invoiced and received their capacitors outside the United States. Such an order does not affect or limit DPPs’ rights or timing to seek appellate review or Defendants’ rights to oppose any such appellate proceeding.

2. The Phase II FTAIA briefing schedule for the DPP action, and related hearing date scheduled for March 23, 2017, are hereby vacated with respect to the undersigned Defendants.  See Amended Scheduling Order, ECF No. 1405.

The undersigned parties jointly and respectfully request that the Court enter this stipulation as an order.

PURSUANT TO STIPULATION, IT IS SO ORDERED.

Dated: January 11, 2017

Honorable James Donato

The full document is available at In re Capacitors Antitrust Litigation, Case No. 14-cv-03264-JD.

There has been much speculation about what a Trump presidency will mean for antitrust enforcement at the Antitrust Division and Federal Trade Commission. Much of the wonder is about whether Trump will take an activist approach he suggested during the campaign, for example, when he said he thought Amazon had “a huge antitrust problem” and he voiced opposition to AT&T’s effort to acquire effort to acquire Time Warner.   Or does the placement of Joshua Wright on the transition team signal a return to a more traditional Republican “hands off” role where the pendulum swings back to a belief that the market will correct concentration issues and the concern is more to prevent wrong-headed government intervention.

I have been thinking about whether there should be any adjustment in criminal enforcement. Criminal enforcement has generally been pretty steady over various administrations. They all have shared the belief that cartels are the “supreme evil of antitrust” and that jail sentences for culpable executives is the best deterrent. Two noteworthy developments in criminal enforcement, however, come to mind. Shortly after World War II, the legendary Thurman Arnold, head of the Antitrust Division, opened field offices to combat bid rigging in the construction trades. And, in 2013, then Assistant Attorney General Christine Varney closed four of the Division’s seven regional offices. The closed offices were Atlanta, Cleveland, Dallas and Philadelphia. New York, Chicago and San Francisco remained open. I think President-elect Trump should reverse that contraction and reopen field offices.

President-elect Trump has promised a massive public procurement effort to help rebuild America’s infrastructure. Two recent international cartel enforcement items brought to mind the wisdom of ramping up regional and local enforcement efforts to deter, investigate and prosecute bid rigging on these public projects. A couple of items caught my attention as I have been thinking of this subject.

 From Canada

On December 5, 2016, the Canadian press reported that:

The Competition Bureau of Canada says its efforts to identify and prevent bid rigging in construction contracts this year has already turned up potential criminal activity — just as new federal infrastructure money begins to flow.

Pierre-Yves Guay, the bureau’s assistant deputy commissioner, said some of the educational outreach the bureau has delivered since April has resulted in illegal activities being uncovered and inquiries being launched. (here)

From Brazil

USA Today reports on December 6, 2016

So far, there are indications that at least five bids related to World Cup stadiums were the subject of the cartel,” the anti-trust body CADE said in a statement…. Reports have been widespread about corruption linked to World Cup stadiums. Investigations are also on-going involving construction projects tied to this year’s Olympics in Rio de Janeiro.  (here).

I am going to write more about why I think it would be a good investment to open additional field offices. But first, a disclaimer. I was the Chief of the dearly departed Philadelphia Field Office and went down with the ship when the office was closed in 2013. I am not lobbying for my old job back, and in fact if I were adding field offices I would not at this time put one in Philadelphia. The real value of the Philadelphia office was the talent and experience of the staff there—and that, like Humpty Dumpty, can’t be put back to together again.   I do, however, think that the regional offices in Atlanta and Dallas should be reopened.

International cartels are a worthy focus of Antitrust Division resources but it’s worth remembering that the field offices played a huge role in the development of the Division’s international cartel program. The modern era of international cartel enforcement was the Archer Daniels Midland case brought by the Chicago Field Office. The record $500 million fine and other convictions in the vitamins investigation led by the Dallas Field Office followed that.  The Philadelphia Field Office had some “firsts” with the graphite electrode investigation and the extradition, trial and conviction of British executive Ian Norris. San Francisco has had accomplishments too numerous to mention as do the criminal sections headquartered in DC with blockbusters like air cargo and auto parts. The point is that international cartels can be investigated and prosecuted wherever there are talented and dedicated antitrust enforcers. But as for regional conspiracies, I don’t believe the opposite is true. The strength of the field offices had always been their ability to network with investigative agencies from the FBI, the gamut of federal IG’s offices, state and local prosecutors and public procurement officials. These local contacts were crucial to educating agents and purchasers about antitrust violations, and giving them the information (and motivation) needed to spot and report possible collusion.

Regional conspiracies do not produce the extraordinary fines that international cartels can. But, there is merit to investigating and prosecuting regional cartels. First, the harm from bid rigging on public procurement is very focused. It isn’t a case of millions of consumers losing pennies on a purchase, but a federal, state or local entity losing a big chunk of its scarce tax dollars. Bid rigging schemes are often more effective at raising prices. They can also be very long-lasting as the structure of public procurement can make these awards both more susceptible to bid rigging and more difficult for market forces to disrupt in the short-term. For these reasons, the Sentencing Guidelines give a modest one-point bump for bid rigging, recognizing it generally has a more serious impact on the victim.

Finally, successful prosecution of a bid-rigging scheme can bring meaningful restitution to the public victim in the form of treble damages. It restores public confidence that tax dollars are being spent wisely. And the cost of publicly procured goods often sees a dramatic drop, sometimes even simply by the start of an investigation. I also think the prosecution and imprisonment of domestic price fixers and bid-riggers can generate publicity and pack more of a “deterrent punch” than prosecution of foreign executives, many whom remain fugitives.

These are just some quick thoughts on why I think a couple of field offices in strategically placed geographic areas would be a boon for antitrust enforcement. I’ll be thinking and writing more about this subject as I get some free time. But, what do you think? If you have any thoughts on the matter, I’d be happy to hear them.

Thanks for reading.  More to come.