Today, I have the pleasure on Critical Materials Corner. Speaking with Jack Lipton and Byron W. King, how are you both today? Well, thank you. Good, thank you. Today's conversation is gonna be around a column you just recently wrote Byron titled Energy Rundown 2022, A New Year of Living Dangerously. Now, I just asked you a second ago before we started this interview, I'm gonna ask it again, which is you have so many interesting comments in this particular column. What would you prioritize this morning as the most critical? Because there were numerous variables in here. I think everybody should read this, by the way. The center of gravity here, I mean, the kernel, the takeaway point is that we collectively, society, and truly the whole world, we are on the edge of a cliff staring into the abyss of an energy disaster. It is, all the hallmarks are there. And the question is, will enough policy makers, will enough industrial side be able to come up with something that will literally, truly keep the lights on for the Western world? And for much else of the world, not just the West, but I mean, we speak to a Western sort of audience and investment glory on our audience, but I mean, if you haven't figured out that we're in an energy crisis, I'm telling you we are, and we can talk about it for the next 20 minutes. And of course, I received a number of emails between the two of you after you published this column and Jack, you had numerous insightful things to say. Would you like to comment on what this cliff that we're staring at right now that Byron is referencing? Yes, I think this cliff is self-made. And I think it represents a outstanding lack of understanding by the political leaders of the Western world in how to even address this issue. They don't understand resource economics, they don't understand mineral economics, and they certainly don't understand energy and economics, yet these people were entrusting to make these decisions about our future energy supplies. And I think the one thing that stands out to me is their total disregard for Africa, South America, India. These are places where cheap energy could bring about the revolution in lifestyle and standard of living that we in the West enjoy. If we continue on this path to so-called green energy, we destroy the chances of those places to develop. And I don't think they're gonna go willingly. Let me just add to that, Jack, perfect point, absolutely. Just the term green energy is a lie. I mean, there's nothing green about green energy. The idea, oh, I'm gonna collect the sun, I'm gonna collect the wind. The things that you need to collect the sun and collect the wind are made with energy, the mining, the processing, the transport, the building, the construction, et cetera.  I mean, it is limestone burnt down to lime mixed with gravel and water, et cetera.  Then you throw in the steel, which is a high-heat substance. You cannot make basic steel out of basic iron or economically, electrically.  You can remelt it as scrap with carbon arc furnaces, but the basic stuff you need carbon for. So the whole green thing is a lie.  And that's before we get to the raerers that go into the magnets and the other exotic metals, the silver. This is all a product of essentially carbon-based energy that goes into mining it. And frankly, if we just measured up all the metals and materials in the world that we think we're going to need to build out this green world by 2030, 2035, give me a number, pick it up. There's just not enough. And even if there is enough, you're talking about mining everything that's mineable on the face of the earth basically to make it happen. So in a sense, the energy future of the world is a fantasy and it is a lie. Although since this is investor intel, it's highly investable.  So let me just jump in here. Of course, investor intel with both of you, of course, are providing excellent data on where we really are because you have to have the data before you can move forward. But let's talk about solutions with our, with this energy scarcity.  And then, Jack, obviously we want your feedback. How are we going to deal with this? And how can we help the greenies sleep at night? Some people are gonna have to back away from, from the paradigms that they're living with. I mean, there's nothing green about green. There's nothing renewable about renewable. I mean, let's shift the argument a little bit. Renewable could be rebuildable. It could be recyclable. You can maybe approach it that way. But the idea that we have to just turn the valves and shut it all off at the carbon level. No more natural gas, no more oil, no more coal or whatever. You're really setting yourself up for failure. I know that some people out there absolutely don't wanna hear this. But I mean, unless you can really come up with a whole new concept of thermodynamics and unless you can just sort of uninvent the last 200 years of the Industrial Revolution, you're setting yourself up to fail and you're setting yourself up to literally wreck the economy, wreck the society that we live in. And I don't just mean the US society. I mean, US Canada.  And it's all, it's all in play. Bad energy decisions are in play across the world. And where we go from here, realistically, I mean, you can just say, okay, well, we are going to have to mine the copper and mine the nickel and mine the rare earth. We're gonna have to build a rare earth industry in the United States or in the US, Canada, US, Canada, Europe, what have you? Because we're not gonna get what we need out of China. China has plenty of uses for everything they can produce on their own. I suppose if you wanna look at it as a win-lose sort of thing, the bad news for China is that it's an energy poor country.  They mine a lot of coal, but that's not enough.  They, oh, we're not gonna import your coal anymore, great.  And that's a problem for China, but it's also a problem for the rest of the world because China is the world's workshop. But getting back to how do we, what can we do going forward? We can be very positive about the Western ability to rebuild the mines and the mineral industry and the materials industry that it's going to need to do energy moving forward. At the same time, you are gonna have to also accept the idea that we still have to, we still have produced natural gas and oil and certainly there's a lot of coal left to be mined and composted. Do it much more do it do it better, do it whatever, you know, okay, yeah, we'll do better, but 70 years ago, but yeah, sure. I think what you're saying, and this is my view that we're actually at war with the earth. What we're doing, you know, you're speaking of, how are we gonna produce all of the materials necessary to do this transformation? That would be by high grading and low grading, everything, in other words, draining the earth of its mineral resources for this momentary fantasy will actually destroy our future. I think that's what people need to understand. Could we produce this all this material necessary for this transformation? No, but in trying to do it, we destroy our own future because in that future and we're bringing the more we produce today, the closer the disaster is coming and that disaster will be extremely expensive resources which will limit their use dramatically. And I think that the only solution is to be rational. Let's find an equilibrium point, base load energy, coal oil, gas, nuclear and altered energy where it's most efficient and useful. Places where it's too expensive to hardwire that as the Chinese are doing in their Gobi Desert region with wind turbines. But the idea of simply transforming an energy industry that's been developed and growing for nearly two centuries, suddenly in a few, and by high grading out the resources of Mother Earth is nuts.  So we've got to slow down and maximize efficiency here. We have to take a look at our natural resources and say, how much of these can we mine sustainably? I love that term. In other words, can we continue to mine at a level that allows us to maintain our society and add others in the world to it? That's the problem. And is it investable? Absolutely, because we have to find more sources of lithium, cobalt, rare earths and we have to find ways to develop them without destroying our own future. That's my opinion. One absolute factor in all of this has to be the price signals. Last year in 2021, the highest gaining commodity on the whole list of anything was lithium, for example. That was up something over 400%, but that depends on if you were the one who paid 800% versus 300%. I mean, lithium was up remarkably last year. Right now, as we speak, as 2022 commences, another metal that's up significantly is nickel, for example. Nickel prices are as high as they've been in a long time. It's funny because I look at the price of gold every day and it's sort of been trading in that range and that zone. Well, you don't build electric cars out of gold, I guess, but you do need nickel batteries, lithium batteries. Those things are going out of sight. The price of rare earths are also moving up into record territory. Jack, you've been talking about this for decades. You and I have been talking about this for many years, Tracy, as well. And China has completely restructured its own internal rare earth industry to build a stronger business case for what they have. And so you can see prices going up there. With rising prices, people are gonna have to make their own decisions, but rising prices also face the Federal Reserve and this European bank that's just willing to just throw these invented dollars into the furnace as well. And so it's so distorted by easy money. You don't allow zero interest rates, things like that. So gentlemen, I'm jumping in. We got time for one last little debate here. Let's talk about China. Okay, both of you, I have the advantage of hearing some of your commentary behind the scenes. Talk, share with our audience what you have been debating about whether or not we can actually compete with China. I can summarize it. China has been on a war footing in the energy space for the last 25 years and guess what? They're winning and we are not the enemy. The enemy is the world economy. They want to participate and they want to be as rich as they can and they're doing an excellent job. They have addressed this issue for 25 years and what we have to understand in America is that wars end and they end with the winner being the one who's still got resources. The United States didn't win World War II because it was better politically, let's say than the Germans.  They were bankrupt at the end. The British Empire was bankrupt. The United States was not. Where China is making sure in the next bankruptcy of the world, they are not a victim. That's what's going on here. We have to wake up, stop the war.  I think what you really meant to say was politically we were better than Germany. Absolutely. And industrially too.  In particular industrially. Because I don't want to get off on that tangent, but I mean, I think for yourself. I have to make one comment. I believe, as Victor Davis Hansen does, that in 1939 Germany was bankrupt. The war was over before it started. We don't want to be in that position. Well, I mean, that is a deep argument that we can talk about that. But let's get back to rare earth right now. I mean, for all of the discussion, for all of the wall streeting that goes on of rare earth in the US and in Canada, we have some really great ideas. We have some great ore deposits, you know them.  And we have some people who are really smart about, you know, we can take the, take the ore and we can make this and do that and downstream. But we really don't, we don't have a system that's up and running yet. There are some, you know, bench scale, prototype scale things out there. We don't have nearly the ability to turn the rocks in the ground. I mean, here's a piece of ore from British Columbia that's beautiful monazite ore from Wichita, British Columbia. I have to keep it on my desk. But we don't have, we don't have the ability to turn this into, you know, the magnet that you need for your car. When I say we, I'm talking the US, Canada for them. You know, I mean, there's little experimental bits here and there and there, but it's not there. So in that sense, China is not just years ahead. It is a generation and maybe more ahead in terms of, of its ability to process these materials. So it gets back to what we talked about at the beginning, Tracy and Jack. If we're going to have this energy revolution, we're going to need some tools with which to revolutionize. And we simply do not have, we, US, Canada, Western Europe, do not have the tools that are necessary to fight this war. We don't have the weapons we need to wage this war for industrial parity, let alone industrial, you know, victory. And you do not think that the World War II model applies that we're going to form some big wagon train and, you know, move across the prairies and, you know, win the war. You know, we're not even building the wagons. We don't even have the horses to pull the wagons that we need. So this is a downbeat discussion in a sense the flip side of it is that, you know, we're trying to get the word out to viewers, listeners, audiences out there so that you understand that this isn't a game, this isn't just the investment game. You know, we're not some other video game to play or something like that. I mean, if you, the car in your driveway, the car is driving down the street, the car you're going to buy, it's not going to be there when you need it. If we don't get the basic materials that these companies need to do what they want to do, what they say they want to do. So I'd like to thank you both. This is a recap on the Byron King column this week titled Energy Rundown 2022, A New Year of Living Dangerously. Thank you both for joining us on Critical Materials Corner. Okay, thank you.


This is a fun end of day talk. Do not be worried there is no content, just jokes. This talk is called 99 problems, but a container ain't one. Oh, this is how to escape. Legally obliged to how you had to escape my talks. Frankly surprising that more cities don't have that rule. I'm Dr Jules. I work for IBM. It's sort of the first dojoa, depending on, I mean, it's easy to find ways to disqualify Colin Humphreys who is factually the first dojoa. First dojoa after him, and I work on Garden and Autoscaler. You may know that Garden is Cloud Foundry's container engine, so it's a bit weird. I want you not to worry about containers, but then you won't care about my bugs. So this is a story about how we solve good problems and avoid working on stuff that's boring. It's a story about focusing on the stuff that actually is worth focusing on that's fun and makes us go fast and avoiding the stuff at the bottom of the iceberg that's boring and that I wish we'd stop doing. It's in three parts. First we're going to talk about the goal, then we're going to talk about the problem that's stopping us achieving the goal, and then we're going to talk about the solution to the goal, or in the words of the Buddha, suffering exists. This is the nature of suffering. This is the path to end suffering. And if you're wondering why the Buddha was talking about containers, then you haven't been part of the container conversation as long as I have. So suffering exists. What is suffering? What is a good problem? What's the goal here? What are we actually trying to achieve? Here's a picture of a goal. What are we trying to solve? What do we actually want to do with these systems? We want to... I mean, this is standard, but we want to iterate fast. We want to build good stuff, spend time building good stuff. We do want to keep it running. We don't just want to push it and forget it, and we want to do it cheap. This shouldn't be controversial, but it seems to me that it's almost becoming controversial because we seem to keep building systems that don't focus on these four things. Iterating fast, spending most of our time building good stuff, keeping it running, and doing it cheaply. So it didn't cloud solve this. Wasn't this what cloud solved? It was going to let us work on this stuff. Well, in order to answer that, we have to go back in time to 2005, which apparently is a long time ago now. And if you remember what we used to do, actually, at the start of cloud, it was pretty terrible. If you remember when you had a great idea for a project, and you see your provision of server, you installed an OS after spending a lot of time worrying about an OS because that was very important, I actually remember getting the CD out and like putting it in to the server, right, and installing it. It would take an hour and you'd do it for all of the servers in your data centre. We actually used to do that. Install some middleware. For a short time, I was a consultant on WebSphere portal, helping people install portal because you used to need consultants to install middleware for you. That was the thing that you had to do when you were starting a project.   Oh, my God, we can ship it around. It runs everywhere. You'd figure out clustering, which again you would probably need a consultant like me in order to do. So I was doing well. Obviously then it wouldn't work. Something would blow up and you would realise, as everyone has realised, that your DR didn't work. So you'd start again. But even when you'd done all of that basic stuff, even when you got it running, you still had to keep stuff patched and scale it and monitor it and all this stuff, right? All the stuff that we have to do. So in 2005, we had this brilliant idea called Cloud. It would be played by Spider-Man in the rest of this presentation. I googled Cloud, but I mean, and the Cloud said, you know what? Forget about that provisioning service and forget about that installing OSs. You don't have to do that anymore. Actually, that worked. I can't remember the last time I had to put a CD in on a server and wait. That's pretty great. You don't even really need to install middleware if you do Cloud Right at the moment. That's mostly soft. But we did still have quite a lot of the other stuff that we hadn't quite solved. Fine. But let's just take a moment and say, you know what? That Cloud stuff is pretty good. Why was it good? Why was that Cloud stuff good? Why did it actually work? Why did we all like it? Because it let us iterate faster. We weren't spending time waiting for machines and installing operating systems. We were spending more time actually working on stuff that delivered value. I don't think many people are really worried these days about the lack of flexibility in putting CDs into machines, right? That's quite good. And actually, it was better. It kept running better because we didn't have these different DR environments. If we did, it was much easier to create them and replicate them. And it turns out people like to rent stuff. The different economic model was a big part of it. Yay. So, the obvious question is, what about the rest of this stuff? What do we do about all this stuff? And since you're at a Cloud Foundry conference, I hope you know the answer. Boom, CF push. CF push is great. Here's my code, run in the Cloud. I can't not put the haiku in there somewhere. And it's all about this stuff, right? It's all about iterating faster, building good stuff, keeping it running, and actually being cheap, right? It's multi-tenant. This is great. So, what happened then, right? Why didn't CF push end the conversation and that was the end of the story? Why don't I leave the stage now? Don't say that loudly. But why isn't that the end of the story? Sorry. Firstly, why did that work? State is bad, right? How does CF work? This is important to say. Why did CF work? How did it solve the problems? Because state is bad. Databases, messages, all this stuff, servers and orchestration. And what it does is just hide it behind an abstraction, right? And the reason that's good is then all your apps live in the good place here, right? Like they don't have to worry about that stuff. This is actually amazing, right? This is incredibly good. Why is it good? Because state is the magic trick that turns cattle into pets, right? You want cattle. You want a herd. You want everything to be easy to manage. And as soon as you add states of stuff, it's a pet. It's hard. Databases are hard. You have to back them up and maintain them. Apps aren't hard. Apps are great. So, keep these two things separate. Keep your pets in one place. Keep your cattle in the other place. Have a status abstraction. And everything was great containers, right? That's why it's not the end of the conversation. Because suddenly containers came along and people were like, we want containers for an orchestration. So, okay, we have to ask, what are these container things? What's this container stuff that's suddenly changed everyone's mind about whether the problem was solved? So, we have to go back to the past. Some people have seen these slides before. They're different. So, we have to go back to past. How did this start? There were jar files right once or anywhere. Didn't quite work, because we needed isolation.  Linus was like, okay, by the way, I know that this wasn't actually Linus. It was some other smart people. Linus is a metaphor. But Linus was metaphorically like, here you go, right? Here are the namespaces stuff. So, you now had this isolation primitive in the Linus kernel. It was like, here's your C group stuff. So, you can now share resources between your containers. They don't keep taking as much resources as other things, and everything's going to be managed nicely. We built this warden thing, and then this garden thing, and then we had this CF push abstraction, and we need push code, and we create these linus containers, and everything was good. Except it wasn't good, right, because containers, right? That's containers. We had containers, but what happened? Well, Docker, right? There was this new thing called Docker, a disturbance in the force. So, what did Docker do that was different, right? What was this new thing above this Linus container stuff, which actually we already had? It actually did two things, which I think are really important. The first one, and this is this containers idea that became containers as opposed to Linus containers, was encapsulation. It was this idea that we could take the whole OS, put it in a box, and ship it around. That's not something that we had in that CF push model. And the second thing, of course, was marketing. The second thing, of course, was user experience. They created this amazing UX around containers. They created this amazing UX around containers that made it so easy to work with containers that people were like, you know, I can manage these containers myself. I can deal with these containers myself. And a lot of people wanted to do that. This was this really cool thing. I could use these containers. Why do I need to push code? I can just use containers. I think we got a bit confused about that. So quite a lot of people really wanted containers. And quite a few of other people were like, can't we just push code? This was the conversation for a little while, right? We in the CF community, in the past community, were like, just let me push some code. It's fine. I don't want to deal with all that container stuff. Container people were like, no, give me containers.  It's really great. And they were like containers, but louder. They're much louder. And we were like, push code, so we compromised. And we said, well, you push containers, we'll push code and everything will be fine. And of course, we all lived happily ever after, right? That was the end of the story then. Except it wasn't quite the end of the story. Does anyone know what came next in the story? Serverless. Just push code. It's great. So what's going on, right? There's something wrong. There's something going on. I think we've got confused about whether the difference is really code and containers. I think it's something else. And of course, that's something else. It's state. State was where we started with all of this. State is bad. Why is state bad? Let's go back and ask why it's so important to get rid of states. Why was that such a big part of what we were doing? And frankly, a bigger part than just code versus containers. It's because of the state for late. Oh, no, credit war martin.  It's such a coincidence that they turned out to be eight problems with states just after we came up with that funny pun. So the problem with state is as soon as you add state, stuff gets hard to scale and upgrade, hard to recover from problems. You can't just throw one away and create a new one. You can't just add one on the end. It's hard to A, B test and roll back and all of these things. By the way, it's just a little aside. Think about this thing again. I think about the apps and the stateful stuff and everything was good. Every time you see one of these Docker or Kubernetes demos or these container demos, you see this. This is the simplest one I can find. I'm not picking on it. This is a relatively simple one. What's wrong with this? What's wrong with this image? Anyone? What's wrong with this image? It's your code. Node and Mongo. It's pushing. No. You don't just push Mongo. Services are for pushing. Code is for pushing. Services are for binding. You don't want every single app developer pushing a MongoDB. They have to worry about backing that up, about monitoring that. They just want to push code. Friends don't let friends. Why? Because of stateful A.  What is cloud for? It's about iterating fast. It's about delivering value. Where do you need to do that? I would argue it's probably your application. It's probably your code. It's unlikely to be your redis. You don't need to iterate your redis quickly. Your redis is a pretty solved problem. Where you need the benefits of this stuff is your code. That was a nice model. Stateless is greatness. Why is state good? It's for the exact opposite reasons. Once you don't have state, it's really easy to scale stuff and upgrade stuff and patch stuff and roll it back and do A, B testing. It's really easy when it blows up to know what's valid in terms of getting it unblown up. You know what things you can do. You know you can throw any instance away and that's fine. That's a really important property. So, there are lots of systems that take advantage of this. Serverless has suddenly got taken advantage of status functions, pay-per-use, autoscaling. What's CF push? It's status apps paid by memory, autoscaling. The difference isn't code and containers. The difference is statelessness. And it's not the only thing. MapReduce had the same trick. MapReduce is a way of processing huge amounts of data without reinventing how to do data parallel pipelines all the time. How stateless map functions, stateless reduce functions, don't push a Hadoop cluster, give me your map and your reduce code. So, that way, interesting problems.  Fun and toil. Stateless and stateful. That's the trick. And the good place and the bad place. We can live in the good place most of the time if we make the bad place someone else's problem. So, the problem is state. State is bad. Containers and Kubernetes are fantastic. These are fantastic ways of dealing with those stateful problems. But actually, I think keeping the good place and the bad place separate is quite a good idea. Because a lot of what you do is just code. So, good solutions, comparisons. Just going to talk quickly about Cloud Foundry and Kubernetes, Cloud Foundry and Serverless and like how these all relate. So, I think one thing to really understand is Cloud Foundry is still containers. Cloud Foundry has been containers all along. If you want to do cf push-o, you can. Cf local now, there's really great tools for interoperating with that world. It's not about whether you use code or whether you use build packs, whether you use containers. It's about whether it's stateless or not. That's the big difference. Kubernetes is fantastic for the stateful stuff. And it's awesome we now have tools for integrating these together. But it's not about code. It's not about code. It's about state. Come to our talk about cube in the past at 1205 earlier today. I was thinking all day I need to update that, but now it's funny joke. Serverless. They're actually both stateless. It's really just about functions versus apps. They both take your code. There are some other differences with serverless I think are really interesting. But fundamentally these I think are things that let you go faster, iterate faster and pay a bit less. So that's how you choose between them. You choose by which one fits your use case. So that's the talk. Suffering exists. This is the nature of suffering. That was a path to end suffering.  So you can have the good problems, user experience, performance, analytics, AI, any of these nice things and not orchestration and containers and high availability and backup and recovery and all that stuff, which if we're still worrying about in five years as an average developer, I think we'll be really sad. So have 99 good problems, but hopefully don't let containers be one. Thank you very much.


My name is Mike McGrath and I'm currently managing architect for the platform group working on containers and OpenShift and all the new things that are coming in RHEL Atomic is a project that started upstream in the community as a place for Red Hat to land all of its new container technology work and so that work ends up in all kinds of different products including stuff like OpenShift and it ends up in Atomichost and RHEL But the reason that someone wants to come to Atomic to use it is primarily for container purposes either for development with containers or possibly operations work with containers Atomichost is the is our first productization of container technology that comes from the Atomic project at projectatomic.io and the interesting thing about Atomichost is as Takes a lot of our traditional RHEL technologies, especially in the kernel and it container it allows you to build container as applications and Deploy them on to Atomichost which is a container optimized platform And I think that that is interesting for both developers and operations alike Atomichost as this released in RHEL is fully supported today and ready for production workloads But there are a lot of people that may want to look upstream to Fedora Where we also have a community edition of Atomichost and even downstream in Centos We have a unsupported version of Atomichost Fedora's edition of Atomichost is really special It's a place where we're doing all of our work upstream We release every two weeks and it's the fastest moving operating system Red Hat has to offer And we make major changes there in terms of Docker Kubernetes and sometimes even in the kernel And one of the things that makes Atomichost so great is that you have the ability to roll back if you've accidentally Found a bug or you've moved too fast for what you want to do You can always roll back to the previous version and you're good to go the introduction of containers to development workflows added a really great tool for developers to build a Single unit that can then be given to operations and sent around and built so it's a self-contained unit What we're doing with Atomic and the container optimized operating systems is taking a lot of that same workflow and applying it at the operating system level This will allow you to basically version control not just the container that you're using But also the actual operating system It's deployed on and that allows you to make sure that you have version locking all throughout your deployment and to make sure There's no surprises from one end to the other I think one of the most important inventions probably in the last ten years in terms of developer tools has been the container imaging format That format which is what Docker invented allows developers to build an artifact or build an application And then send that individual container through the full production workflow through staging through the production And they know that whether or not it's in stage of production It's the identical artifact and it's the one that they built and this really helps get rid of the hole Well, it worked on my laptop scenario and and builds a workflow that works for both developers and operators Another really interesting thing for operators who are using containers today is this whole paradigm that they'll remember from the early 2000s During the rpm find days where if you needed a dependency or some new thing you'd go and google it and download it And who knows who built it or if it works or if it was made by some hacker in Russia But they go and find it and install it and we see a lot of that today With the upstream Docker repository, which is a great place for developers to share content But it doesn't necessarily make it the right place for you to be downloading those things and that's where red hat comes in Right, I mean that's our our biggest addition to all this is the ability to certify not just what is on the operating system Which we've been doing for two decades now But also what's in the container from the container all the way through to the hardware Project atomic started as a place for us to build our new container world containers have had a really big impact on red hat and The introduction of atomic host was really just the starting point of all of this container ecosystem that we've been building I think what people will find over the next coming years are Additional tools built around helping operators and developers build better Applications deploy them better deploy them faster and I think most importantly I have a better idea of what's going on inside of their environment Whether or not that's doing upgrades to thousands of machines at once and making sure it all worked To the ability to just understand what is running in your environment at any point in time And we're seeing this in the upstream project with lots of new components being created like commas air which is a way to coordinate very basic cluster functions inside of an atomic host and you're also seeing things like that upstream in Kubernetes where Clustering options are available for building applications via these application templates And it's a it's a really great time to be building and working in containers And I'd encourage anybody who is interested to go to project atomic.io for more information this is a really exciting time for containers and there's a lot of very interesting work going on upstream at project atomic.io and For any developers or operators who are interested in getting involved that's your starting place to go And I look forward to seeing you there


Hello and welcome back to The Craft Box. My name is Brent and today we're in episode 273 of The Wizard 101 Death Walkthrough. Last time if you haven't checked it out already we made our way back into the Nimbus Citadel. We defeated Vanitas finally, we got Spark and today we're heading into the control room to defeat someone who we have met before, also known as the Admiral who we found out last episode as a bad guy and we didn't actually just flush him out, oh wait that's getting a bit too much, whoops that's a bit of a spoiler but it's fine, it's fine, who needs to be proper when you can have spoilers. Uh oh. On Mandala and we are too late. He's crazy, confirmed. I mean I already, I always knew that. I knew he was not a guy that we liked. He has a couple of cheats and a couple of healths, three 13,000 so not too much health but we gotta take this seriously, no minions so we can probably just go for a tree is what I'm guessing is probably the best. We'll put in a kismar just in case as well. We'll put in another thing of these, we're gonna blade up a lot because he removes traps so blades are probably the best idea. Also because we don't use blades much and yeah that'll be about it. We will also put in this faint and this one just in case we can get to round five and have enough pips, I doubt it but you never know. So we'll explain the cheats and now. So welcome, basically don't be late otherwise he will cast a thing on you and that thing is a grand phoenix which gives him minus 45 accuracy and does a whole bunch of damage and by a whole bunch I mean 580 to 660 he also resists to death, whoops did not see that one, whoopsies that's so awkward, rip that's unfortunate. Why did I not think of that like seriously he has a 5% boost to life, 70% resists to death. I am going to have to flee and we're gonna have to put in a prison whoops he does this every round which is nice a heal so this could always this the good heads happens every round it could be bladestorm legion, shield, precision, rebirth, spirit armor, sprite, swarm, stun block or unicorn. We're gonna quickly flee and come back with prisms because I think that is probably for the best. Sorry about that I forgot to check his resists before I went in. Usually I'm really good at that but apparently this time no also make sure to get full on mana otherwise I'd be bad which has happened a lot and I would not be surprised if it did it before. Now my question for today because that's the thing that I'm starting maybe I don't know is for the last episode of this world which will be streamed 100% streamed it'll be kind of a weird time not when the videos normally go live it'll be later I'm assuming but how much of like what do you want me to do on that do you want me to do all of husk do you want me to do like the last two bosses um or the last big boss and then the um the the other the other boss which I know is the thing even though I haven't actually done it yet um we're gonna remove that sharpen probably we'll regret that later but it's fine um or do you want me to like not stream at all no no that's not an option that's not an option basically what did I put in discord I've got a poll in discord if you want to join my discord linked in the description below shameless plug the options were all of husk the last bosses or don't stream that stupid so if you want to put that in the comments as well that'd be cool don't do the last one because I'm gonna stream anyway so you're wasting your vote um yeah but the other two choose between all of husk or just the last bosses usually I say that very lightly because we've only done that for mirage and um imperial part one but usually I do just the last boss but I thought you know since I haven't streamed a lot recently do you want me to do all of husk and die a lot it's up to you you can choose wow what is this pvp jeez fire dragon and this ooh I do not like this do not approve of the spell at least it's better than skimatars not gonna lie better than skimatars because that does so much damage it's ridiculous at least this doesn't do as much it still does a lot don't get me wrong like it nearly killed me skimatars would have killed me at least we get healed from this um I um as soon as we can hit I'm gonna I think I'm gonna put some next and hit that really um it's probably like the best option here we've got like what one blade um did we get how did we I thought I fainted maybe I didn't I don't know I'm confused I'm confused I'm confusion um yeah how much is this doing over time okay not too much we are still under 33% which is good always good for this as long as he doesn't do anything big which he can't yet um what is this what though okay natural attack how much does this do okay just a tad it does too what why didn't you just put that in the first one so bad that I don't understand that's a heal right please be oh thank you so much for a rebirth I am so happy for that I am actually really happy you have no idea how excited for a rebirth I am so good um it means we can faint yes um we also got a shadow but I mean I'm not gonna need it do we put a big one no we didn't we could also do a big one but I think I think an 80 is better actually what is the time what is the time I mean we have to I'm gonna blade I'll faint next oh he's gonna do his cheat that rebirth may not have been the best idea oh I'm gonna be mad I'm gonna be mad because he's gonna remove his traps it's every five rounds and I don't remember what round we're on oh no this is not good this is stressful please don't do a cheat if it's next round I'm fine um I mean I still can't it is it is this round oh well that's fine we will um faint next it's fine can it not remove prisms dammit it removes prisms okay can we get another prism that'd be great oh we did oh the cards align is so good um at least we bladed I kind of assumed it was coming up soon I just didn't know when um but we have like a blade storm we have two blades we have a prism good heads he used to do bad heads as well but that was only in um the thing oh unicorn stop yelling me please just hit me please hit me with your best shot fire away um actually don't because we don't have much protection really like ideally I would prefer more um we're gonna do this if he hits next which I'm assuming he will he has what like three pips and a shadow two shadow pips like he's going to hit pip conserved oh my gosh we're good we're good okay just hit me come on bro just hit me I know you want to please stop being so good he had just hit me we might have to kismah and that's not fun kismah's so old-fashioned if this is a heal okay it's not a heal this is what tower shield legion shield that increases back lash heart fail he's so bad he's so bad um I mean I'm just gonna blade again I mean I could kill right now with kismah we'll kill next if he doesn't hit me I will hit next with thing okay we're hitting next hitting next with kismah it's just how it has to be I would have really loved to get the health back but you know what it's fine it's not like we're running out of health too badly I don't even have a chance for it so that's bad I forgot that um we're going for this I don't care who who knows what will happen we may not kill I don't care it's a cool spell anyway either way it's actually kind of cool I'm getting used to it like I used to hate it like without doing a lot of like without the double it looks bad but we crit so it's fine um without doing the double it's bad like it looks really bad but I mean it still does a lot he blocked of course he blocked why would you block it's so rude okay still does a lot and it doesn't I'm it's growing on me it's growing on me it's definitely not the best but you know it did it it did a lot GG easy clap so you beat me I still burned mandolin lightning and shadow I broke the chain of life and death two down one nickel wizard get me out of here without my shadow essence this cannon won't have enough power to destroy new Maya he is correct wizard I suspect that is why vanitas wanted to capture bat in the first place we must remove him from the essence extractor okay we must remove bat because he's useful I like that thank you wizard and I'm sorry but I know now what I have to do yeah okay bye did your friend abandon me again you deserved it you're so mean stop it that is enough out of you wizard the cannon is disabled and the justicars will contain dent we must update the captain if beans and maloy were on mandala when the cannon was fired we must know for sure yeah imagine that I forgot where they are I haven't I haven't heard beans or malorian forever I kind of forgot they were a thing not gonna lie whoops um yeah it's actually probably important to know where they are why two loadings oh we're back in the area aren't we okay at least there's a stream portal there I love it when there's stream portals if there's not I'm mad all the time um nimbus stream twitch.tv slash craft underscore box what um okay let's head in to the nimbus sister did a dale and then we'll probably end off the episode I know crazy only one fight I know crazy I mean it's just normal at this point you should start to expect that this is how these death episodes work we just do one boss because you know can't have it too long but we listen to the dialogue so I mean it kind of can make us up for it right right it comes in circles okay sure sure don't fight me you fight yourself why does no one answer that communicator wizard spark told me what happened there's no time to waste we have to find beans and malori yes yes go we'll be fine here quiet toad your days of manipulating numaya from the shadows are over isn't that right your highness sweet visorine surely you must understand you wouldn't turn your back on poor vanitas now you're such a great or helena take this vermin to the dungeons let him rot as we dedicate our life and rule to atoning for the crimes he led us to commit my mother my duty is here I'll use my knowledge to guide our people to a less violent path wizard captain tell i only for me we will miss spark and good luck show your people peace isn't to be feared it is to be a spy too now wizard to the stream point spark oh my god I didn't know he left us I didn't listen to the dialogue in tears drum all of a sudden just park disappeared from the story I didn't realize he would lift us here oh spark so sad but anyway next time we'll be heading into destroyed samsara village looks a bit different still the same but different and less cool um but yeah we'll save that for next episode thank you for watching remember like and subscribe if you've already subscribed press the little bell so you know exactly when I post another video and remember to craft inside outside the box whoops nearly forgot that whoops


And it's a it's a it's a great pleasure welcoming Professor Richard Squire for this evening's 3cl seminar, which we are presenting with thanks to Trevor Smith who are supporting our seminar series. And I'd like to introduce Richard to you. Richard is the Alpin J Cameron chair in law at the University of Fordham Law School. He has been a member of that law school for 15 years now so it's a it's a little celebration perhaps for you Richard 15 years. But he has, he has taught at other places. For example at Yale Law School, Columbia, Columbia Law School and Duke Law School as visiting professor, his primary interests are corporate law, corporate bankruptcy or as it's correctly called corporate insolvency Richard I assume. Similarly, antitrust, which we call competition or I think and securities regulation. But there may be terminology differences, but we have a lot in common and that is our interest in debt finance and debt finance law. Richard, I think we'll present something that may be interesting, both from a research perspective but also from a perspective of starting the law, as it hopefully nicely ties in with those of you taking the corporate finance course and looking into debt finance at this time of the year. Just a few more words on Richard and before I hand over Richard has twice been elected teacher of the year at Fordham. And he has clerked for Dutch Robert sec on the US Court of Appeals for the second circuit and has also a short history of three years as a lawyer, Richard, if I'm not mistaken. That said, Richard seminar is on the law of corporate debt, a unifying theory, which I'm very grateful that you found the time for us today in particular knowing that you've taught today. And you still have some voice left for us after long teaching day. It's great to have you here. I can also say on a personal basis because we're working on a project together, and I'm very much looking forward to your seminar over to you Richard, and also of course a very warm welcome to Professor Lewis Gallifere also joined us. Thank you for all the two three cell directors are present now over to you Richard. And before you start start speaking, can I please invite everyone to signal in the chat. If you would like to ask questions will have time for questions and I think it's always a good thing if you know already if questions come up during the course of the presentation that you leave a note for me and then later. If you have the opportunity to discuss, comment or ask questions and please do make use of that this evening. I'm aiming to then really close punctually at 7pm so that you can all run to batteries or wherever you get your food from. Now speaking of really speaking enough now and over to you Richard and thanks again for being with us today and we're really very much looking forward to the seminar with you. Thank you Felix for that very kind introduction it's a pleasure to be with you today. And I'm very pleased to see such a large turnout to hear me talk about our project. And it is our project Felix is besides being a good friend of mine and a colleague generally it's also a co author on this particular paper and so we are in an early stage. Not for a while but we're still putting our thoughts together because there's some complexity I think to what we're trying to do. Good complexity, but, but we are, but we're but it's a work in progress and so we'll be very interested to hear your comments and questions. And I should also say that although Felix is a co author on the paper that I'm presenting today, it doesn't mean that he's responsible for anything I have to say. I completely expect that at some point he may interrupt or may I well not Felix he's very restrained so he'll hold to the end but he may have questions of what I'm saying so we're each of this thinking about it in his own way, although there is a significant amount of overlap in what we're trying to do and the final project, obviously will be a joint work so so I prepared some PowerPoint slides so as Felix said here's the name of the paper the law of corporate data unifying theory. There are three co authors. That's there's me and Felix but Zohar Goshen is a Columbia Law School is also on this. This project with us. Now, we have some goals in the paper that I'll kind of lay out first and the this this title, the law of corporate data unifying theory, what are we trying to unify exactly well. I'm interested in a category of legal mechanisms that we are calling. Maybe for lack of a better word, although I think there is some usefulness in the term the law of corporate debt and by that we mean all positive law mechanisms non contractual positive law here we have a notion. We have in mind statutes or regulations or maybe judge made law but not contracts so general law positive law all positive law mechanisms that augment amend or override private debt agreements between business debtors and their creditors so we're interested here in bankruptcy bankruptcy law Felix claim there's another term for that and and but it's business bankruptcy that we're interested in or insolvency law and not not consumer bankruptcy which we think are consumer insolvency which we think has some special purposes and some considerations. Now what are, what are some examples of all of these positive law mechanisms that we are throwing a umbrella around our term around that we're calling the law of corporate debt. Well obviously it includes bankruptcy and insolvency law which significantly augments or amends by the debt agreements, most conspicuously the automatic stay or the moratorium interferes with collection mechanisms that are available available under contract acceleration clauses and so on. So that would be one such mechanism, but fraudulent transfer law, or maybe the law fraudulent conveyances and Felix but at any point it's useful for you to translate what I'm saying into English. And you may you should feel free to do you should feel free to do that, but these are this is a type of remedy where a creditor can sue a third party to return value to the debtors estates to make it generally available for all creditors it's not contemplated by contract in fact it can't be amended by contract under current law. And secure transaction law would be another example it does augment private debt agreements by giving priority to certain creditors over and others, also it effectively override certain debt agreements if the unsecured creditor ends up being unable to collect it's not overseeing effectively does this kind of thing it's not available in contract, but it's an extra mechanism added to contract essentially a corporate creditors equitable sport nation and so on this is a very large category of remedies, and measures that have this augment a impact on private debt agreements. So, first of all we want to just recognize this this category exists we offer a term for it. But we want to go beyond that. And also, I'm getting used to how you advance this here. We also want to in this talk about. I'm going to bring just for a moment, just so I can see a little bit better, certain things. Okay, excuse me for this interruption. I want to be able to see the time so I know I'm not going too long. So I need to, I need to adjust that on my screen. Now I bring this back up. Okay. If you look in the current literature, and you ask, what are the purposes of these various mechanisms that that augments or override the change in some way. You don't get one answer for everything so we've identified a general category but we don't see one if we look out there and what's out there we don't see one identified purpose and you see a variety of purposes, and purposes vary not just in terms of what is defined by commentators or maybe judges to a specific type of remedy, or, or mechanism, but also amongst mechanisms so these are just samples I pulled out of law review articles. I'm not attributing them to anyone in particular first of all because none of them is particularly controversial original but second of all, there's nothing important about them, you could find a different definition for a lot of these things. Bankruptcy law or insolvency law very standard definition is something like this its purposes to solve a collective action problem of creditors provide a fresh start that's more typical if it's an individual business or commercial debtor rather than a consumer debtor and preserve going concerned by the business okay so that's a very typical thing you'll see in the literature what about secure transactions you'll see things like promote economic security because it provides lenders with a promise of repayment sounds good who doesn't want that. It's a fraudulent transfer law purpose of fraudulent transfer law I just found this this morning the argue article, it's a protect creditors from unfair transactions that hamper their efforts to collect from the debtor. Okay, I don't think any of these is controversial in itself I don't think they're wrong, but we know from studying insolvency law that all of these features of law interact in an insolvency proceeding. Obviously the bankruptcy law itself sets that creates a setting, but then secure transactions certain creditors will have different rights than others that are enforced in that context frontal transfer actions may be brought they're certainly brought under in American law. On behalf of the estates you might think well, if all of these are happening together. Maybe to think about are they serving a common purpose and interestingly if you look at these definitions, there's actually a certain amount of conflict so if the purpose of secure transactions promote economic security by providing a lender with a promise of repayment. That's actually a bridged or limited by bankruptcy law, certainly the promise of immediate repayment is impaired by the moratorium or automatic stay. Now the repayment may eventually happen but certainly it's not as good as it is insecure transaction law without bankruptcy law. So these two purposes seem to be now partly cross purposes. Look at fraudulent transfer law protect creditors from unfair transactions that hamper their efforts to collect from the debtor. Well, a secure transaction makes it easier for some creditors to recover. For some to recover but harder for others. So, and you cannot listen the United States typically set aside a secure transaction with fraudulent transfer law so these two as a written now start to look like there's a bit of a conflict. And so the question is, are we satisfied with this collection of individual purposes, often referencing different concerns and seemingly in conflict with each other when we look at how they are enforced collectively well. In this, this paper we say, maybe we can not only define a general category which is the law of corporate debt but also identify a unifying purpose for all of these different mechanisms. So that's an ambition of our paper, and we offer the following we say that the, the purpose of all of these different mechanisms under this umbrella term bankruptcy law. Secure transactions and so on is to reduce what we call the conflict costs of debt, and not to reduce them as far as to zero but reduce them beyond the point to which parties can reduce them by contract alone. So these are extra extra contractual mechanisms, and they're doing something their goal beyond what can be done by contract alone and reducing this thing that we're going to define as the conflict costs of debt. What, so what's the definition of the conflict costs of debt this this this thing that all these mechanisms are aiming to reduce. They're the costs that result from the fixed prior structure of debt claims that structure enables parties to engage in actions that enrich themselves not by creating wealth but by shifting losses or if you prefer risk on to others. So, I always find it very useful when teaching business law and thinking about business to think of two different types of transactions. One where it's mute there's mutual gain there's there's it's non zero sum, and I think the law should encourage people to engage in mutual gain transactions but people can also take actions that don't produce mutual gain, because one person to be enriched at the expense of another, and, and certainly debt contracts, create a structure, a payout structure that enables certain such conduct, or we're going to call it misconduct, because it's not socially beneficial. It enables such misconduct and, and any such misconduct that results from this, the structure of debt is generated we call the conflict costs of debt, and we're saying that these these mechanisms exist to, to reduce it. Now, this debt induced misconduct that we are concerned with comes into general forms, depending on who is exercising control. The debtor is exercising control we call it debtor misconduct, and if the creditors are exercising control we call it creditor misconduct we're taking all debt induced misconduct and dividing it into two categories. Okay. So let's talk about debt or misconduct first. The debtor misconduct results from residual loss and difference. The term we're, we're suggesting here to think about the structural problem that we're concerned with with debt with with debt. Once a debtor isn't solvent further losses fall on the creditors rather on the debtor itself, or if the debtors not it's person on the equity holders who control the debtor. And so this creates a structural incentive so just think about this for a moment if you have a company that has $100 in, in debt, and the assets are worth $150. The first $50 in losses if the assets are declining in value, all fall on to the shoulders of the equity holders, born by the equity holders, but any losses be on $100. If the value goes to 90 or 80 or remember the debt still $100. All of that loss is now falling onto the creditors instead and so be on that beyond the point of solvency or the point of insolvency. The shareholders experience residual loss and difference there and difference to losses beyond that amount. That is the structural problem that creates incentives for these types of value destroying misconduct. And that is very well known the literature is over investment or asset substitution this where the company invests in high risk high reward projects that may not having a positive expected value if you take into consideration their impact on all investors but if you just take into into consideration their impact on the equity holders they're positive, but that's because there's a greater negative expected impact on the creditors, a deep loss in insolvency, more than is not born by the equity holders because of their residual loss and difference. If a company is insolvent and it does this it bets the remaining assets let's say I'm buying lottery tickets to try to get back into solvency. This is called gambling for resurrection. And I think it's very evocative, but that is just a special variation on over investment asset substitution. The point is this though. If a company had no debt, or if the equity and the debt were held in equal amounts by the same people, there would be no incentive to go to engage in this misconduct it only is an incentive it's created because of the possibility to externalize losses on the creditors because of the shareholder due to the loss of difference. Lingering for resurrection might be more common, although not as I think spectacular sounding sensational I should say as gambling for resurrection. This is a big problem in American bankruptcy proceedings where a company files for bankruptcy the debtor is in possession the managers keep running the company. It's currently insolvent but maybe it will be restored to insolvency to insolvency excuse me in the future, just because of variability in earnings and so you can think of a company as a call option from the perspective of the equity holders. And even if the option is not now currently in the money. It may to go into the money in the future. And so if you hold on to your equity claims long enough, maybe that future will arise and we'll lift back into solvency and then you can emerge from bankruptcy. However, during all of that lingering time the cost of the bankruptcy proceeding are being borne by the creditors and so you have this lingering for resurrection problem, probably more common than gambling for resurrection and bankruptcy. And that also is a type of debtor misconduct debt dilution is a very common one we know if you increase the company's debt equity ratio, without increasing the interest rate being paid to the old creditors the one who went when there was a lower debt equity ratio. That tends to shift value from the creditors to the equity holders, because of greater losses experienced by the creditors in case of insolvency, which the shareholders are indifferent to. There are some others in voluntary support nation correlation seeking under investment is a problem when a debtor is a solvent, I could dilate on any of these but these are all examples of debtor misconduct, but they all result ultimately from the residual loss and difference, which is down to the structure of debt claims. So how do we prevent debtor misconduct. Well, you can try to do it by contract. You can put financial covenants in your debt agreement. Also any acceleration clause is basically a way to do this once you see that the debtor is is engaged in some kind of mischief. You say okay I want my full amount of the principle do now and certainly contract law has a big role to play. And the biggest one when it comes to debtor misconduct is that the standard remedy for breach of contract in common law jurisdictions is damages. And usually debtor misconduct is not discovered until you know that you to the debtor is already insolvent and not only that but insolvency increases the incentive for debtor misconduct. At that point the damages remedy is going to be ineffective. What good is a 100 pound judgment against someone who already has his or her assets or its assets if it's a company blanket it over several times with debt owed to other people. So, and so contract law the main remedy available is simply not effective, because your typical defendant doesn't have the money to pay the damages which is the remedy offered this is a, this insight here is not original to our paper. It's fairly well known in the literature. We're just identifying here, the contractual limitations. Again, the limitations on contract law or in contract law on preventing debtor misconduct. So what does positive law do well effectively what the positive law does, and this would be anything aimed at debtor misconduct project transfer law would be the biggest example, secure transaction laws to get another big example. It gives creditors a property or quasi property right in the debtor's assets security interest does this explicitly. The collateral now is something that you can grab, even if it's been conveyed to a third party if you're a secure creditor but fraudulent transfer law kind of does the same thing it throws a, a kind of a collective property interest around the debtors states once it's insolvent enabling creditors to recall assets and so on. So this is giving us if it's a property interest it's good against the world it's good against third parties and you want to write against third parties because you're, you're, you're the second party to your contract debtor is going to be insolvent and therefore effectively judgment avoidable preference rules have a similar effect. They prevent the debtor from paying out some creditors in favor of others. Okay, so here, some, so that what the positive law is doing it's plugging a hole in the limitations of contract law. Now, so creditors can also exploit the, the structure of debt claims to enrich themselves at the expense of others. But here, there's a symmetrical problem remember the problem with debtor is the residual loss and difference as assets drop in value. Once the debtor hits insolvency any losses beyond that point, the debtors indifferent to. Well, and we call that residual loss and difference. I didn't update my slide here. I, there's a typo. So, but I'll just, I think I can keep talking as I do this. This should say creditor misconduct. It's creditor misconduct that results from residual gain in difference. So, let me bring my screen back up. Let me make sure that says that correctly. Okay. So here we go. Okay, so creditor misconduct, creditor misconduct results from residual gain and difference. Okay, so what's happening here is that as creditors recover money. They only care about recoveries up to the amount of their claim any increase beyond that they're indifferent to, because it it will be down to the benefit of other creditors or if the company is solvent to the, to the debtors to the equity holders of the debtor itself. And so they, they will be indifferent to gains beyond what they are owed and in fact they may engage in conduct the destroys value beyond what they are owed, because those gains beyond that they're indifferent to they fall in other people just the symmetrical nature of a debt. There are structural incentives for creditors to do some familiar things.  This can, this will maximize the individual creditors recovery but it will destroy going concern value. So, additional value going concern surplus is destroyed but you don't care as long as you're being paid in full as a creditor. Also, this is going to increase payout variability. Others get everything others get nothing. And that's will be value destroying recent creditors or risk neutral. There's some other ways that residual gain and difference creates creditorless conduct which are these two that I just mentioned a fairly well known literature but we're going to identify some others in the paper. Often creditors are entrusted with running auctions, either explicitly so if they're secured creditors or you effectively have creditors running auctions and American bankruptcy proceedings under section 363 or they're doing it in collusion with the debtor.  So you may prefer a fast sale or a collusive sale. So your residual gain and difference is going to skew incentives there as well. Also, the fact that you have residual gain and difference will make you under monitor the debtor for debtor misconduct. If you are a very good creditor in your monitoring to make sure that the debtor doesn't give away assets or engage in asset substitution and all those things. When you monitor as a creditor for such misconduct you bear the full cost of your monitoring, but any benefit that is exceeds what you would recover is externalized to others so you create a positive externality. And we know that if there is a positive externality from something that generally be under supplied. And so this residual gain and difference will result in under monitoring of debtor misconduct. It also may result in under enforcement of credit or protection mechanisms, such as fraudulent transfer law if the creditor who brings the action, there's all the litigation costs. There's also an investment problem the debtors and solvents if creditors exercise control again because gains beyond the amount of their own they don't care about. So how do we prevent creditor misconduct again you can try to do it by contract so contract role has a contract has a role to play here. The most common way that we see an attempt to do this is by having a collective action clause and a bond indenture. This prevents the hold out problems you can have a workout, whereby a value creating work out lifts a company back and back to a tax going concern value, and it binds all creditors, not as long as a majority vote for us. So that's a classic creditor misconduct solution to creditor misconduct by contract auction rules can be imposed in American law this is typically done by a judge trying to make sure that an auction of the company is not just for the benefit of the senior creditor creditor. Again though there are limitations on contract law. There's a lack of contractual privity amongst creditors often they're lending at different times, and so they may not be subject all to the same indenture. And so, then you can't use this cannot prevent creditor misconduct by contract if there's no contractual privity. And there's an under incentive of debtors to place cut creditors and privity you can think well they'll all do it for the debtor, but the debtor has an incentive, often as incentive to collude with one creditor at the expense of the others such as by giving a creditor a late creditor security interest, in exchange for a lower interest rate that would subordinate previous claims, make fordwell preference, make preferential claim payments and so on so debtors lack incentive actually to place creditors in privity. And the law thus once again comes in, and makes that some mandatory things here there's a mandatory collective procedure the bankruptcy or insolvency proceeding would be the classic example. So we have an automatic stay or a moratorium. And this is the maybe the sine qua non the defining feature of your typical insolvency proceeding internationally really. It prevents the asset grab amongst creditors. There's another thing however we want to exercise and sorry emphasize in this paper which is that collective proceedings insolvency proceedings also usually have collective enforcement of debtor misconduct remedies so we think of bankruptcy law and solvency law is a really solving problems, or the literature normally talks about it in terms of solving problem creditor misconduct. In terms of the common pool problem where creditors are putting their individual interest over the collective interest. But we also say that's true but it's also solving problems of debtor misconduct by having collective enforcement of debtor misconduct remedies for transfer actions are brought, but will preference actions are brought equitable sport nation is enforced. Why is it done in a collective proceeding well it's done in a collective proceeding because the positive externalities that are generated by debtor misconduct remedies now could be captured by the creditors collectively. So it's not just an individual creditor, bringing a lawsuit for himself or herself which is possible in America under state law under fraudulent transfer law, but but but but a but a trustee bring on behalf of all of the creditors so there, you also have a a debtor misconduct solution happening in the collective proceeding as well and there's a good reason for it again that has to do with the structure of debt claims in here again with the residual gain in difference the creditors face. Okay. So, so, so, so so far we've kind of described a problem and we propose a way to think about it so we've said okay, there's the, the the positive law of corporate debt we've defined what it is very broad category and we've said it, but we can we can distill or identify an underlying purpose, which is to reduce the conflict cost of debt, which result from debtor and creditor misconduct, which is this kind of conduct resulting from the structure of debt claims. So, what are the practical benefits of this analysis of this description of the problem, well, we propose that not only should the purpose of corporate debt to be reduced misconduct costs of debt but that means it's not reducing debt or conflict costs individually, or creditor conflict costs individually but the sum of the two which we're calling the misconduct costs of debt, or the conflict costs of debt. What's the trade offs between these two are unavoidable measures to reduce one will tend to increase the other. So the goal is not to get creditor misconduct all the way to zero or debtor misconduct all the way to zero you can't do that because almost any measure is shifting control from one group to the other, you shift control in one direction, reduce one type but you'll increase the other type. Rather we just want to make conspicuous trade offs that the current way of thinking about these mechanisms is conspicuous largely because it doesn't talk about them in terms of a common purpose. So here's just one example bankruptcy proceedings or insolvency proceeding with an automatic stay or a moratorium. Certainly the automatic stay which prevents creditors from collecting individually reduces creditor conflict costs reduces your common problem. But it actually increases debt or conflict costs both pre bankruptcy and post bankruptcy. How does it do it pre bankruptcy. As we saw earlier, there is an under incentive for creditors to monitor for debt or misconduct because of the mismatch between individual cost and collective benefit. Interestingly, grab law, the law whereby the rule whereby creditors can race for the assets and if they win, they get to collect in full before the late, the slower moving creditors get get anything. That's somewhat offsets the under incentive to monitor because if you monitor in there by pounds first you may get paid in full. You capture more of the benefits of your monitoring for yourself. So that actually is a non bankruptcy mechanism that somewhat corrects the problem associated with the creditors residual gain and difference but if instead you have a rule of pro rat a rule where all creditors recover equally. And that incentive is now blunted so pre bankruptcy debt or conflict costs may rise in anticipation of the automatic stay and the moratorium. Finally there's post bankruptcy debt or misconduct arise. If you give the, the management of the company more time to gamble for resurrection or linger for resurrection because the company is not instantly dismembered. Okay. So, there will be lots of other trade ops among these mechanisms that's just one illustration. Now, we, we have we identify a positive purpose for the law of corporate debt which is to reduce the conflict costs of debt, but we also identify something that should be excluded so we also are theory suggests and this is just a hypothesis but I think it's about, we're making an affirmative statement that certain things are not the proper concern of lawmakers who might override debt contracts, commercial debt contracts, and that would be the, any measure that is aimed not at reducing conflict costs but at reducing the cost of debt. The competence cost of debt or the cost of good faith mistakes made by debtors or creditors and exercising control. So, let's say our lend some money to Felix to run a company. Felix is an entrepreneur has got a great idea.  Now why would I if I'm going to lend my money to Felix, why wouldn't I also say well I'm going to run the company since it's my money's at stake. Why would I let Felix run it. Well, presumably and certainly would be true in this case because the competence costs would be lower. I would say you know what Felix will do a better job knows the business better it's his idea maybe he has time to focus on this whereas I currently am distracted by other things. And so I think that if either one of us runs the company, we're going to make good faith mistakes, not resulting from conflict of interest but just because humans are humans. That that reduce the value of the company, but I think that I'm going to he's going to make fewer mistakes than I am and so I am going to delegate to him. So the original lending, or any investment starts with a transfer of money of capital from investors and it could be equity or debt to managers with the goal of reducing competence costs as an inevitable byproduct conflict costs arise. Felix is not just managing his money but my money as well so there's that conflict. But, but the original goal is to reduce competence costs. What we're going to argue is that competence costs generally can be reduced effectively by contract alone, and there is not a legitimate reason for the law to override contracts for purposes of reducing competence costs. Now we're not making that about claiming about consumer debt but we are making it about a commercial debt. So we are defining a broad purpose for the law of corporate debt or also cabiting it in a certain way. Why do we think there's no systematic reason for contract law to be unable to deal adequately with competence costs well first of all damages are not usually uses the remedy for good faith mistakes. Usually it's simply a relief of someone for his position. If you seem to be incompetent, you'll see this in the business judgment rule, for example, contractual privities are necessary so long as claims are tradable so the less competent people can sell their claims to more competent people. There's an illustration I could talk about this something the American Trust and Denture Act which is clearly a provision designed not to reduce conflict costs but to reduce competence costs the American Trust and Denture Act actually makes it more difficult for denturers to by contract use a collective action provision and a bond indenture it's called a collective action pause or a majority action pause to override to punish holdouts. And the American statute actually interferes with that we it does it for paternalistic reasons, and we will argue in the paper I will get into it now except limitations on time. But that would be an example of what we think is not legitimate. Okay, I'm almost done here so summary summary of our contributions from our paper and this is a preliminary list. So the contributions list may shrink we hope it expands but anyway, by offering a unifying purpose for the law of corporate debt we aim to one provide a pedagogical framework for understanding this area I just like having this notion that that maybe all of these, these, these different provisions can be thought of in terms of a common purpose that we can identify and discuss. I think just pedagogically in terms of teaching ourselves and other people what's going on that's interesting. But obviously if you review review reveal a common purpose amongst different mechanisms trade offs become clear. And finally we've established a limitation on the proper role of the law. So there's some there, but the second and third bullet points here have as a reform implications, or they have prescriptive rather than just descriptive. Okay, so I went longer. I apologize for that Felix, but, but anyway, that's all I have to say in terms of the presentation. And, and if anybody has any questions or comments, I would love to hear them and Felix would as well I'm sure.


Welcome to JSA TV where we're covering the latest stories trends and innovations from leaders and global connectivity Digital infrastructure and the networks within. My name is Emily Sherer for JSA and I am joined today by Brian Hasegawa from Light River He is the chief financial officer and chief operating officer. Welcome Brian. It's great to have you here. Thank you for having me Absolutely. So from what we've seen and heard 2023 was a great year for Light River So we would love to hear a little bit more about some of those key successes and some of the things that made you successful last year Yeah 2023 for Light River was a banner year for us You know after several years of supply chain disruption Think we're finally kind of get seen through that and able to capitalize on the pent up demand that was there So our service delivery team our software solutions teams were really able to step in help out and drive the Great top line results as well as bottom line Excellent great and any specific successes you want to share Yeah, yeah, so we've had some great wins with our hyperscalers as you know hyperscalers They're really big into the AI and our service delivery team was able to really expand on that and deliver kind of like long-haul Rows provide the services that you know They absolutely need right now as they deal with this explosive growth. That is fueled by AI Excellent great great. We've heard so much about AI so excellent growth that you're seeing there now a couple months into 2024 here What aspects of the market landscape from 2023 do you believe will serve as strong tailwinds for Light Rivers continued growth? And how is Light River positioned to capitalize on some of those those trends in 2023 was was an interesting year You know after years, I would say of kind of like free money It became a year of efficiency and a path to profitability a focus of profitability was being pushed down on the companies And you know one of the panelists here said I Get all that but how do I meet the demand with discipline? And I think that's where Light River can really help in that that you know We can supplement we can complement all these pare down teams that exist with our network services solutions our software solutions You know, how do we essentially automate people's job? How do we make them more efficient? That's where Light River can really step in and that's been a tailwind for us So that path to profitability actually just generated more business for us as people are looking for partners to help them out You know basically meet that demand with discipline as the panelists said.  I look looking forward to a really strong 2024. Good. Excellent. Excellent Now we've heard about the potential challenge of sustained interest rates affecting cash use for companies like Light River And can you shed some light on how the company plans to tackle that obstacle while maintaining its growth trajectory for 2024? Yeah, it's you know as the the mantra goes cash is king for us We've been very lucky that our debt levels were pretty sustainable They're not you know exorbitant to back to the point where you know We have to pay down tons of tons of money on interest expense, which you know some P back firms have to deal with So for us it has been more of how do we invest properly? How do we invest appropriately into our own business and that really is investing in our people? So for us, how do we kind of navigate through that is to? Identify the right people the right talent invest in that and make sure that we're using our capital properly And the people that we have and that will kind of sustain our growth and and essentially support our growth for the future Yeah, absolutely the right people make all the difference. So great. Yes, definitely luck with that. Yeah Excellent. Well, thank you so much for joining us Brian. Is there anything else you want to add today? No, this is great Thank you so much for having me great. Enjoy the show and to our viewers. Happy networking and keep tuning in for more interviews from Metro Connect


Are there any age restrictions when teaching English in Asia? Although Tefluc qualified teachers are able to find work in a wide range of countries throughout Asia, there are some restrictions that you need to be aware of before you decide on a destination. In some countries, a four-year university degree is necessary and some will only allow native English speakers to teach in their schools. Another issue that is worth considering is your age, as it can be a factor in some situations in Asia. How does the local retirement age affect English teachers in Asia? In some Asian countries, there is a strict retirement age for local teachers that also applies to foreign EFL teachers working there. In popular teaching destinations such as China, Hong Kong, Japan and South Korea, schools are unable to sponsor work visas for foreign teachers who exceed the local retirement age. This can range from 55 to 65, so you should contact the embassy or consulate of your potential teaching destination to check the latest regulations before making any final plans. Are employers reluctant to hire more mature teachers in Asia? While you might feel young at heart and more than ready for a new adventure teaching English overseas, it is true that some employers in Asia can be reluctant to hire teachers over a certain age. In contrast to Latin America and Europe, where the majority of teachers are hired in person and are responsible for their own startup costs, many schools across Asia prefer to do their recruiting in advance which requires a considerable amount of time and finances on their part. Organizing visas and work permits and providing extra benefits such as airfares and accommodation can all add up to a significant outlay. For some employers, this outlay is seen as a risk with older teachers as they think that they might struggle to adjust to the new culture and busy lifestyle that is commonplace in many parts of the region. While this is often an unfair opinion, it is one that is relatively common among some employers. Is it true that Asian cultures have huge respect for older generations? While it is absolutely true that having respect for your elders is a common theme in most Asian cultures, this can lead to increased reluctance to hire older teachers. Many public schools and private language academies have had teachers or managers under 40 which can be a problem as it is often seen as disrespectful to correct or give orders to someone who is older than you. Because of this, some schools will not even consider teachers over 40 to avoid any awkward moments for local teachers and management. Does the age of students have an impact on who schools employ? A large percentage of teaching jobs in Asia will involve young learners, some as young as 3 or 4 years old. In these situations, schools typically look for energetic teachers who can keep up with the class for as much as 8 to 10 hours a day. Whether it is justified or not, many employers consider that older teachers will not have the required stamina to teach in this environment for a full contract. On the plus side, if you are able to get an interview, you can often convince the employer that you are fit, healthy and raring to go. However, as many positions are filled in advance, it is not uncommon for employers to look at the age on the CV or resume first which can make getting an interview difficult. Are there any positives for older teachers looking to teach English in Asia? While all of the above factors can make it seem as if Asia is off limits for the over 40s, this is certainly not the case. Although countries such as China and South Korea often have restrictions on age, there are plenty of other great options such as Cambodia, Thailand and Vietnam where employers are more than happy to take on teachers in their 40s and 50s. There are also a few factors that can significantly increase your employability as a more mature teacher in Asia. Any previous teaching experience will always put you in a good position in the job market regardless of your age. Also, employers who only cater to adult students will often favor mature teachers as it can be a big help in building rapport in the classroom. The bottom line is, as long as you do a bit of research so you understand the market and any local restrictions that are in place, you should be able to make an informed decision on a TEFL destination that is right for you. English Abroad and Online