Disney and Pixar

Originally posted by airlarry!
DB:

Errors, errors, let's point out errors:

Video-- DB, you claimed that the VCR case was not Ei$ner's. This is not true...
How is this not true? What Supreme Court case re VCRs was Eisner involved in? Perhaps you could convince me if you provided some facts. The only case I could find was the Betamax case, and I showed that case greatly preceded Eisner coming to Disney.

I admit that, but it still does not change Ei$ner's history. Oh yeah, it is not what Mechanic did, as you say, but what Ei$ner's thoughts were. Remember, the discussion here is what Ei$ner can take credit for, not what happened despite him.
And how did Mechanic accomplish all of this despite the CEO? Didn't Mechanic come to Disney at about the same time as Eisner?

Hotels--Sigh....I guess I could cf this site for an extensive discussion as to why the Swalphin is considered by most here to be a less than stellar addition to the resort. First, Disney does not own the hotels, and missed out on an opportunity to maximize revenue at a crucial, key piece of real estate (again, Ei$ner himself was extremely upset about this, as per his autobiography). Second, the architecture intrudes upon the sight lines at EPCOT's World Showcase background. Third, they were not included in the EPCOT monorail transportation background, showing again a lack of foresight and resort management contributing to the underwhelming traffic planning measures undertaken in the last ten years.
I am quite confused here again. As you put it, the hotels, and their non-Disney ownership, were planned before Eisner's arrival. So, even accepting your subjective judgment that the Swan and Dolphin are bad, what part of that is Eisner's fault? I guess it was that he hired a world-class architect to design the buildings that destroy your Epcot sightlines. Would you rather have another bland hotel box there? I mean, the Hyatt Regency is a wonderful hotel, but would you rather that it be sitting there in the Swan and Dolphin spot?

I take this as an implication that one could compare the success of Oliver & Co to Little Mermaid.
Why would you take it that way, when I said O&C "is clearly not part of the Disney pantheon of great films....but it hardly seems the massive failure that AV implies." All I was saying was that O&C wasn't Eisner's "Gigli," but just a somewhat successful, if unmemorable, animated movie.

Pixar--Are you saying that Disney agreed that Toy Story 2 was part of the deal? That is the interpretation I get from reading your statements, that the parties agreed that TS2 was part of the five. This is simply not true. Pixar developed TS2 as a DTV production, and ramped it up when everyone agreed the story was so strong it had to be released to theatres. Any good lexis/nexis search will show you newsarticles from that time when Disney and Pixar argued that TS2 should have been or should not have been part of the five picture deal.
AV said the Co-Production Agreement did not contemplate theatrical sequels, only direct-to-video. I've showed that the Co-Production Agreement very clearly contemplated that there may be theatrical sequels, and that such theatrical sequels WOULD NOT COUNT toward the 5-picture minimum.

What you still haven't answered is, did the takeover happen anyway, just with a different scenario? And will Disney be sold off in pieces at the end?
I didn't know I was being asked that question.
 
AV, I really enjoyed reading your last post--many interesting thoughts there. Gives me some basis for trying to understand how Eisner the Paramount whiz kid became the post-Wells egomaniac.
 
One helicopter ride and some board room politics later he's now running everything by himself. His true character is coming out.

Culture breeds this behavior in our society. Eisner is half of what a media empire needs to survive - politically unscrupulous with the ability to demand without question. Hollywood demands a leader to negotiate, contemplate and manipulate and like it or not "somebody has to be the son-of-a-b----h"! I'm sorry if that sounds too harsh, cold, and ugly for this company but it happens to be reality. Disney is not impervious to cutthroat wheeling and dealing in fact it has become a prerequisite for the job.

The "Creator" (as noted by AV) is the other half. As I've stated before, creativity and talent still lives within this company. I don't agree that this is all you need to have a "successful business model" or that unknown artist down the street wouldn't have his work stolen after he pitched it to a corporate exec.

You need both and both need to be equally effective.
 
DB:

Okay, I see your point now. We need more concrete proof of Ei$ner's involvement in the suit. That's a fair analysis, and a good point that needs more research. Well said.

However, regarding Pixar and AV's assertion that the parties envisioned that all sequels would be TV or DTV, you said this:
-----------------------
"Wrong again. From Pixar's own 10-K filed in March, 1997 (just after the Co-Production Agreement was signed):

"Derivative works include theatrical sequels, made-for-home video sequels, television productions, interactive media products and other derivative works as more specifically provided in the Co-Production Agreement (collectively, "Derivative Works")."

"A Derivative Work that is a theatrical motion picture would not count towards the five Pictures to be produced under the Co-Production Agreement."

How much clearer could it be?
------------------------
Okay, you have established quite clearly how clear it is in the contract that TS2, as a theatrical sequel, should be counted in the five picture agreement. Now tell us, if the the contract is so clear, then what exactly was Disney's argument against it? You do realize that there was this giant argument between Disney and Pixar over this contract and the release of TS2, right? And wasn't the contract changed because of this?

As for your assertions that I have to choose between a boxy Hyatt and the Swalphin, or between Oliver & Company and
Gigli, I refuse to do so. I want to choose between the Swalphin and the Venetian, and between Oliver & Co and Beauty & the Beast. I refuse to thank Ei$ner for giving me a 'somewhat successful, if unmemorable, animated movie.' I want the company to try and make history with every big event feature.


And how did Mechanic accomplish all of this despite the CEO? Didn't Mechanic come to Disney at about the same time as Eisner?
Rent Lilo & Stitch, and then ask Dean and Chris (who no longer are company employees with Disney) how they accomplished all of this despite the CEO. They'll tell you.
 

Originally posted by airlarry!
However, regarding Pixar and AV's assertion that the parties envisioned that all sequels would be TV or DTV, you said this:
-----------------------
"Wrong again. From Pixar's own 10-K filed in March, 1997 (just after the Co-Production Agreement was signed):

"Derivative works include theatrical sequels, made-for-home video sequels, television productions, interactive media products and other derivative works as more specifically provided in the Co-Production Agreement (collectively, "Derivative Works")."

"A Derivative Work that is a theatrical motion picture would not count towards the five Pictures to be produced under the Co-Production Agreement."

How much clearer could it be?
------------------------
Okay, you have established quite clearly how clear it is in the contract that TS2, as a theatrical sequel, should be counted in the five picture agreement.
No, NOT counted!
 
Disney is not impervious to cutthroat wheeling and dealing in fact it has become a prerequisite for the job.
You may have a point crusader. Disney, as a media conglomerate, probably needs the cutthroat SOB business leader. While ME may be cutthroat, and may be an SOB, I'm just not sure ME makes a good leader of the likes you mention. It just seems that ME has often been a day late and a dollar short. He doesn't ever seem to be the one who decides what steps the cutthroat SOB business leaders of the conglomerate world should be taking and follows in others footsteps. The cutthroat SOB leader required by such organizations may not be a "creator", but that doesn't mean he shouldn't be a "visionary". I don't think ME is such a thing and that has hurt the company. Is it because he is stupid, perhaps affraid...........I don't know, but too many of his cutthraot SOB decisions have subject to question.
Okay, you have established quite clearly how clear it is in the contract that TS2, as a theatrical sequel, should be counted in the five picture agreement.
Larry - it seems you are a bit bolixed up on this one. DB is right that his evidence shows TS2 should NOT be counted. TS2 is a derivitive work. TS2 was a theatrical release. Derivitive works that are theatrical releases would not count. Better?
 
Oops, that was a typo. Obviously, it should have read:

"Okay, you have established quite clearly how clear it is in the contract that TS2, as a theatrical sequel, should not have been counted in the five picture agreement."

Again, so you have claimed that it was very clear why TS2 should not be part of the contract. So why was there a big fight between Disney and Pixar over TS2?

I'll answer., since I haven't seen one here yet.

Either because Ei$ner was greedy despite the clear language of the contract, or both parties envisioned that sequels would go straight to Video and would not warrant the attention TS2 rightly received.

Exactly what I thought AV was trying to say.
 
I don't understand your confusion on this issue. Let me try to explain again.

1--The Co-Production Agreement clearly contemplated that sequels might be either theatrical releases or direct-to-video releases. Either type of sequel would be a "Derivative Work."

2--The Co-Production Agreement says if Disney wants to do a Derivative Work, Pixar can choose whether it wants to produce the Derivative Work, under the terms of the Agreement, or not.

3--The Co-Production Agreement says that if Pixar agrees to produce a Derivative Work which is a theatrical sequel, that sequel would NOT count toward the 5-picture minimum, but the sequel would be treated for other purposes (sharing of the costs and revenues) like any movie under the Agreement.

It was Job$, and not Ei$ner, who "was greedy despite the clear language of the contract" and wanted to have TS2 count, and created the dispute.
 
Either because Ei$ner was greedy despite the clear language of the contract, or both parties envisioned that sequels would go straight to Video and would not warrant the attention TS2 rightly received.
I hate to comment here as I don't want to get sucked in and have anyone think it is my goal to defend Ei$ner, but what have you been smoking my friend? :crazy: How can you say that both parties envisioned that sequels would go straight to video when the contract clearly contemplates that there may be derivitive works (sequels) that are theatrical releases and clearly stipulates how they are to be treated under the agreement? Trust me, there is NO language in these kinds of contracts that isn't there for a specific reason. Your read just doesn't make sense and I'd say the opposite........both parties realized that derivitive works might possibly be theatrical releases and they wanted to establish up front, before anybody signed on the dotted line, how such films would be treated. If anything I only see, in spite of clear language in the contract, greed on the part of Pixar, not Ei$ner. I don't see living up to one's contract as being greedy. For Ei$ner to deviate from that contract and count TS2 as one of the five would actually have been quite generous. We can discuss whether ME should have exercised such generosity for the long term good (which I'm not convinced the upside potential of doing so was as great as some other do), but you can't call Ei$ner greedy on the basis of this.
 
So according to your idea, Ei$ner could have pushed for TS3,4,5,6,7,8,9,10 ad infinitum, and if all were agreed to be produced by Pixar, and all were of equal strength of story and animation as TS2, and all were released in theaters with the fanfare of Disney's Newest Masterpiece, Pixar still owes Disney the remainder of the films under that contract.

And according to you, Lassiter et al knew this when they signed the contract.

Sure....

It makes great business to shift Pixar time, energy, money and talent from making future features and instead concentrating on ramping up production for TS2....and then telling them, Aha! your contract says this is not one of the five, thanks for the print, here's your check, get back to work on one of the contracted five pictures. ;)

The more I think about it, the more I hate that I've pulled the curtain back on what Ei$ner was doing here. As CEO, his duty is not short term profits, it is long term thinking. And the decision to hold Pixar to this 'technical' crap might have worked if you were producing widgets (where some states are throwing money left and right to attract the next big auto plant), but if I were Pixar, and I dealt in a creative medium where there is no real guarantee that five pictures will all be as big as TS2, I'd be p'd off too. Disney has made fortunes over Pixar with no real risk of investment, and that's the gratitude they showed John L.
 
It just seems that ME has often been a day late and a dollar short.

I'll give you some room here - but given that things are not always what they seem I typically avoid jumping on the ME bashwagon.

You mentioned something very significant:

The cutthroat SOB leader required by such organizations may not be a "creator", but that doesn't mean he shouldn't be a "visionary". I don't think ME is such a thing and that has hurt the company.

He (or she) is typically a visionary when they arrive - equipped with a wealth of untapped ideas, which certainly sounds great when you're trying to land the job in the first place. It takes a talented individual with a proven track record, or invaluable resources or both but there has to be an obvious fit. Ei$ner fit whatever it was Disney needed - whether that was to prevent a hostile takeover or advance the company doesn't really matter. There was an obvious need for a "visionary" so to speak.

He spent the first 10 years engaging and executing a plan. He spent the next 10 years running what should have been a well oiled machine. Unfortunately for Corporate America, Top Talent - Stock Options - Leveraged Buyouts - IPO's and Dot.com's became the craze and you couldn't get in line fast enough. Everybody had a pitch for the Venture Capitalist or the "Angel" investor to finance their start-up and the money was flowing like water.

So, Yes! Ei$ner/Disney made grave errors and is now regrettably left to deal with them along with everybody else. If Disney remains intact and survives this round all I have to say is BRAVO! to the whole damn company - Because many of the best have fallen like Goliath.
 
Originally posted by airlarry!
So according to your idea, Ei$ner could have pushed for TS3,4,5,6,7,8,9,10 ad infinitum, and if all were agreed to be produced by Pixar, and all were of equal strength of story and animation as TS2, and all were released in theaters with the fanfare of Disney's Newest Masterpiece, Pixar still owes Disney the remainder of the films under that contract.

And according to you, Lassiter et al knew this when they signed the contract.

Sure....

It makes great business to shift Pixar time, energy, money and talent from making future features and instead concentrating on ramping up production for TS2....and then telling them, Aha! your contract says this is not one of the five, thanks for the print, here's your check, get back to work on one of the contracted five pictures.
What's the "Aha!" I don't know what Lasseter knew, but yes, Steve Jobs and whoever negotiated the Co-Production Agreement knew exactly what it said. Again, they said so, very clearly, in their 10-K filed less than one month after the contract was signed (and while TS2 was still a DTV project). Jeez, you act like Eisner and his high-priced lawyers were negotiating with a bunch of simple-minded yokels, not a public company with one of the most high-profile CEOs in the country.

And, yes, Eisner could have ASKED Pixar if they wanted to produce TSAdInfinitum, and as I said, it would be Pixar's OPTION as to whether they wanted to produce them or not. If they thought they would make tons of money on TSAdInfinitum, as they did with TS2, they could say yes. If they thought that their "time, energy, money and talent" could be used better on some other project, they could say no. The agreement even provides that if Pixar chooses not to produce a Derivative Work, they get a participation in any profits therefrom.
 
***". I don't see living up to one's contract as being greedy. For Ei$ner to deviate from that contract and count TS2 as one of the five would actually have been quite generous. We can discuss whether ME should have exercised such generosity for the long term good (which I'm not convinced the upside potential of doing so was as great as some other do), but you can't call Ei$ner greedy on the basis of this."***

Had Eisner been "generous" and said "no problem Steve, sure we'll count it towards the deal", this thread would be about how ME was an idiot for giving away 100's of millions of dollars because he thought it MIGHT allow Disney and Pixar to sign a new deal. It's what's happening now on this thread. Every positive ME performed was actually the hard work of others, but the missing chicken finger is entirely ME's fault because as the CEO he sets the standard. Sorry Mikey, you're damned if you do,and damned it you don't.
 
All right, I will not be so pig headed as to say that Scoop, DB, and Vike haven't made good points here. You all have.

But this reminds me of the expert witness who gave every explanation as to why the oil rig couldn't fall down.

The room got quiet as the lawyer asked the expert if he knew that the reason he was here was because the rig did fall. And people were hurt. And everybody wanted to know why it fell, not why it couldn't have.

You have all, especially M. DB, explained very professionally why the relationship between Ei$ner and Job$ couldn't have soured, why the dispute over the TS2 status couldn't have happened. ;) But the rig did fall, people.

Scoop made a good analogy to sports.

When Sports Star signs a contract and then holds out the next year cause his best friend got more, he looks bad to the fans. But when a good up and coming player averages 35 homers his first two years, a good club will quietly approach said player about keeping him around, especially if he is playing for his dream club.

Because waiting till the contract plays out only means that the GM has to look at the fans square in the eye and say the usual, "It didn't make economic sense to resign him."

Yeah. Whatever, Mr. GM. You should have thought about that before the Yankees came calling. Back when Sport Star HomeTown Hero still considered it a dream to be playing for his boyhood favorite team.

Lassiter loved Disney. He probably still does. Ei$ner made the gamble, not Pixar. He gambled that Pixar needed Disney more than Disney needs Pixar.

Anybody still think Ei$ner was right?

If you do, I've got tickets to "Atlantis: The Broadway Show" I could sell you real cheap. ;)
 
So according to your idea, Ei$ner could have pushed for TS3,4,5,6,7,8,9,10 ad infinitum, and if all were agreed to be produced by Pixar, and all were of equal strength of story and animation as TS2, and all were released in theaters with the fanfare of Disney's Newest Masterpiece, Pixar still owes Disney the remainder of the films under that contract.
Well......uh...........yeah. Of course, Pixar would only agree if they deemed it to be in their best interest. I hardly think Pixar was hoodwinked by the contract they signed. Anyway, DB seems to have covered the bases quite well in response to your query. This is interesting though..............
You have all, especially M. DB, explained very professionally why the relationship between Ei$ner and Job$ couldn't have soured, why the dispute over the TS2 status couldn't have happened. But the rig did fall, people.
First off, nobody has said there was any reason that the relationship couldn't have soured. Nobody is saying that there wasn't some wrangling regarding TS2. However, I'd put that more on Pixar than ME. As for falling rigs............I see no conclusive evidence that the TS2 situation is the reason the relationship might be finito. In fact, I think it has very little to do with it. I've said it before, and I agree with Scoop............
I just don't buy the notion going around that if Disney had not been so strict in enforcing the contract regarding TS2 that they'd have a better chance with Pixar now.
To be honest, to buy this notion would seem to me to be quite foolish.

To carry out that sports analogy one more step.................many times teams won't renegotiate a contract for a star player or give that star free agent the big lucrative contract because it is not in the best long term interest of the team. Happens all the time. Perhaps a paltry distribution deal sans any profit sharing or rights to the characters just isn't all that attractive to those who are sitting at the table for Disney right now. Sure, we can argue if the wrong people are at the table or whether or not it should be attractive to them, but you have to admit that it is possible they aren't looking at it that way.

Crusader...............
He spent the first 10 years engaging and executing a plan. He spent the next 10 years running what should have been a well oiled machine.
Here is the problem I see. Sure, ME was fit at the time and fulfilled a purpose. He may have been great for that purpose, at that time. But to lead a company this big, for this long, he needed to be more if the company was going to avoid the problems of the recent past. After that first ten years Ei$ner had no arrows left in his quiver. He had no well to go back to. He had no choice but to sit back and run what he hoped would be a well oiled machine. Unfortunately, I don't think Disney was ever intended to be, or should have been put in the postion to be, a well oiled machine that should be run from a control room. Disney needed to continue to be about innovation, to be on the forefront of change in the industry, to be a leader...........and I'm not sure ME was equipped for that in the long term.
 
Again, very breifly...

All this talk about Eisner's noble defense of contract law is rather interesting.

For all those years when he was taking in hundreds of millions of dollars in compensation we were told that "he deserves to reap the gains of the good times because according to his contract he could end up with nothing in the bad times - shared risk and all".

Funny how that when the bad times hit, Eisner had the board rip up his old contract and write him a new one that let's Eisner get however much money his handpicked board is willing to give him. Hey, the company tanked but he still got a $5 million bonus because "he tried really, really hard".

Somehow all that talk about Eisner rightly defending Disney's prinicipled stance rings a little bit hollow. Or, as a stockholder, I wish the board had held Eisner to his end of contracts (his payment, Katzenberg's, Ovtiz's, Pooh, etc.) with the same zeal that Eisner is holding others theirs.

Playing the "tough nosed" mega media Wall Street darling might work in the short term, but it destroys the business relationships that any company needs to remain in business.
 
I don't profess to endorse the contract modification issue. If it were a privately held company the top brass wouldn't have their feeding tube attached to a performance based pumping station but that's not what we have here. So, I agree - it is a disgraceful gesture which clearly demonstrates failure on the part of the Board.

That's one issue but it's not the main reason they're suffering. Even if ME's compensation plan is not linked to the solvency of the company, he needs the company to perform in order to stay alive. I've heard the theories that the plan isn't to remain intact but to dismantle for a sheriff's sale - I don't buy it. That's the "final straw" so to speak and a worst case scenario designed to cause widespread panic.

It reminds me of a similar plight plaguing Jobs before his first exit from Apple - he downsized, cut, and shelved projects looking to free up as much cash as he could and was accused of trying to position the company to be put on the auction block. What I find most interesting is that after all was said and done, he was brought back.

Why was that? If you want to get into the "business is bad long term if you screw your buddy" routine, then explain how Jobs winds up sitting where he is.

The reason is: There are no relationships in business beyond making money. It's nothing personal when you win it's strictly a game of survival. Young companies have a better approach in the "short term" but quickly learn resiliency once they get a hard dose of the reality in practice. You better be sharp, talented, quick-witted, and more intelligent than the next guy or you're in for a rude awakening. Especially in Hollywoodland where the red carpet is being rolled up in front of you while you're trying to walk in the door.
 
Originally posted by airlarry! You have all, especially M. DB, explained very professionally why the relationship between Ei$ner and Job$ couldn't have soured, why the dispute over the TS2 status couldn't have happened. ;) But the rig did fall, people.
As DisneyKidds said, I said no such thing. I have merely shown that it was Job$, and not Eisner, who got greedy and wanted to deviate from the contract.

Scoop made a good analogy to sports.

When Sports Star signs a contract and then holds out the next year cause his best friend got more, he looks bad to the fans. But when a good up and coming player averages 35 homers his first two years, a good club will quietly approach said player about keeping him around, especially if he is playing for his dream club.
A better analogy would be that up and coming player, contract, after his first very good season, goes to management and says, "I had a good year in 2003, and I'm working on having a good one again this season. So, I want you to let me out of my option year so I can become a free agent sooner and play for the highest bidder.

What were Eisner's options when Job$ wanted to change the deal for TS2?

1--Give Job$ what he wanted, without anything in return. Then he would have been giving up the fifth original feature (Cars) in exchange for TS2, which Disney was already entitled to (if Pixar chose to make it). Then, he would hope that this created tremendous goodwill which would lead to Pixar later agreeing to extending the deal with Disney, at terms less favorable to Pixar than Pixar could get elsewhere. Do you really believe that would have happened? That Job$ wouldn't now be just as aggressive negotiating for the best deal possible for Pixar?

2--Give Job$ what he wanted, and, in exchange, extend the 5 (which would then be really 4) picture deal, on terms somewhat more favorable to Pixar than the original deal.

The first problem with this scenario is there is little evidence that Job$ would have extended the deal----after all, the whole point of having TS2 "count" was to get out of the deal faster.

Second, what sort of extension do you think might have been negotiated? Cars (which Eisner would have just given up) plus 2 more? 3 more?

Lassiter loved Disney. He probably still does.
Lasseter isn't calling the shots on the Disney deal, Job$ is. And if Lasseter loves Disney so much, why did he cut them out of the creative process after the TS2 dispute? That wasn't any sort of creative difference, it was just about $$$$$. Seems kind of petty to allow that to carry over to their working relationship.

Ei$ner made the gamble, not Pixar. He gambled that Pixar needed Disney more than Disney needs Pixar.

Anybody still think Ei$ner was right?
Does Disney need Pixar at any price?

If you do, I've got tickets to "Atlantis: The Broadway Show" I could sell you real cheap. ;)
Hey! Thanks for reminding me of yet another successful Eisner brainchild! We hadn't mentioned the incredible successes of Disney's venture into live musicals!
 
Mr. Kidds -

Unfortunately, I don't think Disney was ever intended to be, or should have been put in the postion to be, a well oiled machine that should be run from a control room. Disney needed to continue to be about innovation, to be on the forefront of change in the industry, to be a leader...........and I'm not sure ME was equipped for that in the long term.

The well oiled machine analogy wasn't meant to imply anyone besides the CEO (and a second "creator" type Chief Operating Officer) sit back and manage the control room. In order for it to be running smooth and efficiently there have to be those within the company who possess the innovation and creative drive to fuel it. That doesn't mean simply maintaining the status quo, it means sustaining positioning as the industry leader by continually moving forward with new ideas.

ME can be equipped to run this but not without that equal at his side and not without relinquishing the micro-management style he is purported to exercize. Trust and ability are key (not to mention cash to afford skill and talent in imagineering and entertainment production)
 
Originally posted by Another Voice
All this talk about Eisner's noble defense of contract law is rather interesting....Somehow all that talk about Eisner rightly defending Disney's prinicipled stance rings a little bit hollow. Or, as a stockholder, I wish the board had held Eisner to his end of contracts (his payment, Katzenberg's, Ovtiz's, Pooh, etc.) with the same zeal that Eisner is holding others theirs.

Playing the "tough nosed" mega media Wall Street darling might work in the short term, but it destroys the business relationships that any company needs to remain in business.
This isn't a morality play, it's just business. I'm not saying Eisner had the moral high ground in the TS2 dispute, but that the contract was on Disney's side, and it was Job$ who didn't want to live up to his end of the deal. Job$ is playing the game just as much as Eisner.

As I've said before, every business I've worked with runs on relationships, but that doesn't mean they don't negotiate hard and live with their major contracts.

As I've also said (and it's another distinction from the ballplayer analogy), I think the Co-Production Agreement, which is really about divvying up the costs and revenues, is a different situation from dealing directly with "talent," when you have to make more judgments about the psychological effect of the deal.

And, as I've also said, Eisner screwed up big-time with Katzenberg and Ovitz.
 












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