Bank Lawyer's Blog

You Can't Miss Fast Enough To Win

I'm not sure whether two recent bank robberies say much about the difference between bank customers and credit union customers, but they might. A woman in Florida walked in on a stick-up of a Wells Fargo branch, retreated to her car, then chased the crook's truck down the interstate, called a license plate in to the cops, and kept on the guy's tail until the police took over and nabbed him. In classic Good Samaritan fashion (or out of an excess of caution), she refused to be identified. The police shook her hand, even though the company line is to discourage "civilians" from playing cops and robbers.

The credit union customer, also a Floridian, wasn't an observer of a crime, he was its victim, and he took the law into his own hands.

One suspected robber is dead and his 19-year-old accused accomplice is facing charges after a man they tried to rob Friday outside a bank in Seminole County pulled out a gun and opened fire in self-defense, authorities said.

Justin Slivinski, 24, of Oviedo was shot to death late Friday night when, deputies say, he and accomplice Austin Lee Harvey of Altamonte Springs tried to rob a man at a Fern Park drive-through ATM.

at about 10:20 p.m. at the Fairwinds Credit Union on Fernwood Boulevard between U.S. Highway 17-92 and Oxford Road.

When they brandished knives, the victim pulled out his handgun and fired, a Seminole County Sheriff's Office spokeswoman said.

He shot Slivinski twice. Slivinski was taken to Florida Hospital Altamonte, where he died.

Harvey took off on foot after the shooting but a tipster led deputies to him, record state. He was arrested Saturday afternoon and faces attempted armed robbery and murder charges.

Deputies said the murder charge was added because the attempted robbery contributed to Slivinski's death.

The customer wasn't charged because he was obviously acting in self-defense. One lesson of these incidents might be that it's not smart to rob either banks or credit unions, but it's really not smart to rob a credit union customer driving a truck, particularly when you're not packing.

The reader who alerted me to the story about credit union customer intoned the age-old adage, "Don't bring a knife to a gunfight!" Wise counsel, that. However, many bankers may not know that the foregoing rule is only one of 26 rules for conducting a gunfight, the other 25 of which have been preserved for posterity at a website lovingly devoted to the Browning 1911 .45 automatic combat pistol. Among my personal favorites:

1. Bring a gun. Preferably, bring at least two guns. Bring all of your friends who have guns.

2. Anything worth shooting is worth shooting twice. Ammo is cheap – life is expensive.

3. Only hits count. The only thing worse than a miss is a slow miss.

4. If your shooting stance is good, you’re probably not moving fast enough or using cover correctly.

[...]

6. If you can choose what to bring to a gunfight, bring a long gun and a friend with a long gun.

7. In ten years nobody will remember the details of caliber, stance, or tactics. They will only remember who lived.

[...]

9. Accuracy is relative: most combat shooting standards will be more dependent on “pucker factor” than the inherent accuracy of the gun. Use a gun that works EVERY TIME. “All skill is in vain when an Angel blows the powder from the flintlock of your musket.”

10. Someday someone may kill you with your own gun, but they should have to beat you to death with it because it is empty.

11. Always cheat, always win. The only unfair fight is the one you lose.

12. Have a plan.

13. Have a back-up plan, because the first one won’t work.

[...]

18. Watch their hands. Hands kill. (In God we trust. Everyone else, keep your hands where I can see them.)

19. Decide to be aggressive ENOUGH, quickly ENOUGH.

20. The faster you finish the fight, the less shot you will get.

21. Be polite. Be professional. But, have a plan to kill everyone you meet.

[...]

25. You can’t miss fast enough to win.

The Pendulum Swings One Way

Last night's post about the high cost of fighting enforcement actions by the OCC brought a link from a reader to an article originally posted by attorney Stephens B. Woodrough nine years ago. Woodrough relates the horror story of an OCC enforcement action brought against his client, who is anonymously referred to as "Banker Jones." The story is told from the perspective of an advocate strongly pushing his client's sense of outrage at the treatment of the bullies at the OCC, and it should be kept in mind that it's only one side of the story. However, to those of us who've been in this game for several decades, Woodrough's closing contention is plausible.

At the time the OCC issued the Notice, the agency only pretended to offer Banker Jones the opportunity to exercise his legal right to a hearing. The charges were never issued against Banker Jones for the purpose of assessing a penalty in accordance with the due process procedures set forth in the Federal statutes and implementing regulations. Rather, the sole purpose of the Notice was to initiate the enforcement and adjudication process and to manipulate that process by using it as a weapon to coerce Banker Jones to pay a penalty order issued by consent, or failing in that effort, to inflict a financial penalty in the form of the legal fees and expenses Banker Jones would incur to prepare for an evidentiary hearing the agency had already decided would never be convened.

We've all seen the pendulum of regulatory enforcement swing from lax to zealous and back again as banking "crises" come and go. Perhaps, because the recent crisis was so severe and has been so prolonged, the recent responsive "tightening of the screws" by federal bank supervisory and enforcement personnel has been unusually harsh. Regulators are also under the burden of having the FDIC's Inspector General review every bank failure and come to the unimaginative conclusion that, in practically every case, the responsible federal banking agency did not act quickly or strongly enough. Finally, we have the undeniable fact that politicians and many members of the press and the public are howling for blood, decrying the fact that more "bankers" haven't been made to do the "perp walk" and, therefore, claiming that regulators have been captured by the regulated. Few critics are making distinctions between Wall Street "banks" and Main Street "banks."

Whatever the causes, the pendulum has been, and is still, swinging one way, fast and hard, and that way is not toward "lax."

The High Cost of Vindication

The conundrum for bank officers and directors, and other institution-affiliated parties, who are hit with regulatory enforcement actions, is that, notwithstanding the strong belief of the accused that they are not "gulity as charged," the cost of fighting an enforcement action often far outweighs the cost of a civil money penalty. Often, that disparity is enough to induce the defendant to settle, albeit with a bitter taste in his or her mouth.

Then, there are folks like Patrick Adams. Four years ago, we discussed the difficulties faced by Dallas-based T-Bank when it was accused by the OCC of violating the Bank Secrecy Act in the course of its dealings with third party payment processors. The bank entered into a consent C&D with the OCC. Adams, the then-CEO of the bank, was also hit with an enforcement action and, unlike the bank, decided that he wouldn't knuckle under to charges that he thought were not justified. Lo and behold: a couple of weeks ago, an administrative law judge agreed with him.

Vinson & Elkins won a major victory for client  Patrick Adams, former President and CEO of T-Bank in Dallas, when C. Richard Miserendino, Administrative Law Judge for the United States Department of the Treasury, recommended that all charges of alleged unsafe and unsound banking practices brought by the Office of the Comptroller of the Currency (OCC) against Adams be dismissed in their entirety. The 151-page opinion issued on November 8, 2012,  followed a week-long trial with 19 witnesses in Fort Worth earlier this year.

The decision recommends complete dismissal of the charges, with the judge issuing findings against the OCC on all of its allegations. The judge specifically found that Adams (1) did not violate any laws or regulations; (2) did not engage in any reckless, unsafe, or unsound practices in his management of the Bank; and (3) did not breach his fiduciary duties to the Bank.

Good for V&E. More important, good for Patrick Adams.

On the downside, Adams spent four years fighting charges that apparently weren't supportable (at least, the ALJ thought that they weren't) and spent God-knows-how-much money on lawyers and litigation expenses in the process. You'll also notice that Mr. Adams is described as the "former" president and CEO of the bank.

Unlike a private party who files a lawsuit that eventually turns out to be a pile of bat guano, it's extremely difficult to go after the government for any recompense in situations such as these. As one person close to the case observed, "They can do what they want with impunity knowing that you either can't afford to fight them or that they have no 'risk of loss' (you supposedly can't sue them for damages)." Actually, you can sue them, but the qualified immunity that protects them makes it a fool's errand to do so in all but the rarest of cases.

On the other hand, I think it's always useful for both government attorneys and those who oppose them to keep in mind the following ethical consideration, which, though "aspirational" in nature and part of the since-replaced Model Code of Professional Responsibility, embodies what the legal profession has long held to be proper conduct by those lawyers who wield the power to wreak havoc on the lives of the regulated:

EC 7-14 A government lawyer who has discretionary power relative to litigation should refrain from instituting or continuing litigation that is obviously unfair. A government lawyer not having such discretionary power who believes there is lack of merit in a controversy submitted to him should so advise his superiors and recommend the avoidance of unfair litigation. A government lawyer in a civil action or administrative proceeding has the responsibility to seek justice and to develop a full and fair record, and he should not use his position or the economic power of the government to harass parties or to bring about unjust settlements or results.

As I said, the above ethical guidance is aspirational. I will not be holding my breath while await its tenets to influence the behavior of anyone.

McKenna Drills Down On FDIC Lawsuit Against Auditors

My friend Francine McKenna wrote an article for Forbes recently, in which she had a lot more to say than I did about the FDIC's recent lawsuit against PricewaterhouseCoopers and Crowe Horwath based upon those firms' alleged malpractice as, respectively, outside and internal auditors of the failed Colonial Bank. Francine, a former big-firm audit professional-turned-critic, is not a fan of large audit firms.

Francine thinks that the FDIC's allegations against Crowe are "unusual."

PwC’s work papers give the FDIC a peek into PwC’s opinion of the quality of Crowe’s work. Regardless of what PwC thought, it seems the FDIC believes PwC did not do enough to compensate for any failings or verify the assertions about internal controls Crowe made on behalf of Colonial management.

Crowe is being held to the AICPA’s standards for consulting which, while stringent as an accountant’s code of ethics and interesting as a consulting standards framework, do not carry the force of law that the Sarbanes-Oxley Act and the PCAOB auditing standards do. You typically see the AICPA consulting standards cited when an audit firm performs technology consulting engagements that blow-up.

The FDIC says Crowe should have followed the professional standards promulgated by the Institute of Internal Auditors, an international professional organization for internal  auditors. Would an internal audit function staffed by Colonial employees instead of an outside vendor have been sued under the same circumstances? Why isn’t the FDIC also naming the Internal Audit Liaison Manager who Crowe, as a vendor, reported to? Employees, though, are usually protected from litigation at least up to some level of negligence.

The FDIC, however, is asserting gross negligence by Crowe. There clearly was concealment and collusion to perpetrate a fraud within the bank and from outside forces. According to a source who is an expert in internal audit services to public companies, internal controls are not very effective when executives collude and conceal information. This limitation is mentioned in the COSO internal control model and also, according to my source, should mitigate the liability of a consultant that wasn’t part of the scheme.

Francine also finds it strange that none of the audit partners involved in the alleged malpractice have been named in the FDIC's complaint.

It’s a wonder to me, though, that in three cases against PwC that allege professional malpractice and breach of duties, the partners responsible for the engagements at Colonial Bank and MF Global are not named nor is anyone willing to give them up. Two prominent plaintiffs lawyers, who try cases against the audit firms often, told me that this is highly unusual. The audit firms may not want to publicize the names of the partners involved in failures and professional malpractice but the plaintiffs almost always name them in the lawsuits and should have no interest in protecting them.

These two partners are still out there auditing. That doesn’t bode well for investors.

That might be a tad harsh. On the other hand, being a tad harsh is something to which I can relate. I trust Francine will stay on the case and eventually discover why the FDIC chose to pursue "unusual" claims against an outsourced internal audit firm while simultaneously taking of the "unusual" step of failing to name individual audit partners in the complaint. I can speculate as to Why the FDIC might wish to protect individual audit partners, but I'll take the highly "unusual" step of restraining myself.

Finally, Francine makes a point that I made about this lawsuit: the FDIC is angling for a settlement, and wants to survive the in pari delicto defense the defendants will raise for a sufficient amount of time to extract it. As Ms. McKenna so bluntly puts it, "...there will be settlements. Auditors never go to trial."

So Many Turkeys, So Little Gunpowder

I was going to post on a semi-serious topic, but since the day before Thanksgiving is generally a light day for pageviews, I thought I'd save it until after the holiday.

Instead, I'll just wish ya'll a Happy Bird Day!

Georgia Leads The Pack In Litigation

Three years ago, we referred to Georgia as the elephant graveyard of community banks. As an unfortunate result of that status, three years later Georgia is leading the country in the number of FDIC lawsuits against former directors and officers of failed banks.

In a blog post today, Kevin LaCroix discusses (among other matters) some disturbing aspects about this trend.

This latest lawsuit is the tenth that the FDIC has filed as part of the current bank wave involving directors and officers of a failed Georgia bank. Because the FDIC has not updated its online litigation page in over a month, I am not completely sure of the current overall number of lawsuits filed, but I believe that this latest suit represents the 35^th that the agency has filed against directors and officers of failed banks so far. In other words, over 28 percent of all the D&O lawsuits the FDIC has filed so far have been filed in Georgia. Of the approximately 440 banks that have failed during the current bank failure wave, about 80 were in Georgia, or about 18 percent of the total. For whatever reason, the FDIC’s D&O litigation activity is disproportionately concentrated in Georgia. By contrast, Florida, which also has seen a significant number of bank failures as part of the current bank failure wave, has only seen one lawsuit – so far.

Kevin also links to an article in the Atlanta Journal-Constitution by the always excellent Scott Trubey about the latest lawsuit. Scott has been following the community banking meltdown in Georgia since its earliest days.

Kevin notes that, because the lawsuit was filed well beyond the expiration of the three-year statute of limitations, the defendants most likely signed a tolling agreement. Whether or not such agreements should be signed can be a tough call. In this case, it didn't benefit the defendants.

Kevin also points out the consistency of the FDIC in repeatedly alleging both gross negligence and ordinary negligence against both officers and directors of failed banks, notwithstanding the fact that a recent decision by a federal district court in Georgia has held that, because of the business judgment rule, directors cannot be held liable for ordinary negligence, and the fact that another federal district court judge in Georgia held that the business judgment rule applies to officers, as well as to directors.

In light of that earlier decision, it would seem that the defendants in the new lawsuit have a basis on which to seek to have the negligence claims against them dismissed. (The FDIC, undoubtedly anticipating this argument, included in its complaint specific allegations asserting that the defendants are not entitled to rely on the business judgment rule, at paragraph 55.)

Until an appellate court of final jurisdiction rules on the issue, the FDIC is apparently going to continue to pitch ordinary negligence claims and hope that it can get one of them to stick. At some point, you would think Rule 11 might present a deterrent; however, that day has not arrived. Until it does, defendants in Georgia will have to pay their lawyers to file (and win) motions to dismiss claims of ordinary negligence.

Fair Lending and the CFPB: Here, There, Everywhere

A recent Mortgage Banking Update prepared by Ballard Spahr contains an article by Christopher Willis on the CFPB's recent Bulletin on a proposed "appeals procedure" for Bureau decisions. Willis makes a number or wry observations that bear repeating.

The appeal procedure is somewhat unclear, since the Bulletin is not specific about the personnel who will decide the appeal or the standard of review that they will use. Indeed, with regard to personnel, the Bulletin discusses various permutations of persons in various areas of the CFPB, suggesting that the lineup of decision-makers will be different for appeals of different types of issues.

[...]

[I]n the context of a petition to set aside or modify a civil investigative demand, the Director of the CFPB ultimately decides those petitions, while a lower-level official decides supervisory appeals as set forth in the Bulletin. It seems anomalous that the scope of a discovery request would warrant review by the Director, but an examination finding that might require far-reaching changes in an entity's operations is handled at a lower level within the organization. Also, a petition to modify or set aside a CID will be made public unless good cause is shown (and two of them have already been made public), while the supervisory appeal process will be confidential, according to the Bulletin.

I'd agree that these procedures would cause the average knowldegable financial institution employee or attorney to scratch his or her head until he or she remembers that the people at the CFPB who are making these rules don't know the first thing about the business they're regulating. Many of them are happy as a Hollywood starlet in a poppy field that the CFPB is sending them to basic banking school classes so they'll be able to distinguish the Bank of America from Tyra Banks.

Willis isn't finished, though.

The other notable aspect of the supervisory appeal process is its special emphasis on fair lending issues. Fair lending is mentioned three times in the Bulletin, while no other substantive area is mentioned. The Bulletin goes out of its way to state that a supervisory appeal will not delay or affect the CFPB's decision to bring an enforcement action or refer a case to the Department of Justice, and then later makes specific reference to the involvement of persons from the Bureau's Office of Fair Lending and Equal Opportunity.

Does all of this suggest that the CFPB is anticipating appeals from fair lending-related supervisory actions?  That is the message that these references seem to convey, and of course that message would be consistent with the separate tracking of fair lending supervisory actions in the Bureau's Five-Year Plan. Although we will have to wait and see what develops with regard to fair lending in the supervision context, one thing is certain: the constant emphasis on fair lending by the CFPB continues.

In another article in the same issue, this one by Alan Kaplinsky that concerns a recent CFPB recent Supervisory Highlights publication, comes to a similar conclusion.

Similarly, in the report, fair lending compliance programs were the only specific compliance programs mentioned by the CFPB in its discussion of the deficiencies it found in compliance management systems.

Thanks to four more years of an administration that has been using disparate impact as a whip with which to keep financial institutions and other lenders in line with an ideological agenda that is likely not supported by that annoyingly obstructionist US Constitution, banks, credit unions, and other lenders better become experts in "fair lending" as interpreted and enforced by true believers.

UPDATE 11.19.12: Corrected the name of the author of the Ballard Spahr article to "Christopher Willis."

Where There's A Policy, There's A Way

A recent settlement by the FDIC of a lawsuit against five former bank officers whose bank failed (and, therefore, the FDIC contended, with the benefit of its customary 20/20 hindsight, MUST have been negligent, grossly negligent, and fatally debauched), led to some speculation by a few of my readers that the FDIC is not really interested in punishing the malign, but merely in squeezing blood out of turnips. While I agree that the FDIC as receiver of failed banks is always primarily interested in recouping its losses, I'm not so sanguine about the absence among the bank regulatory Tourquemadas of the desire to flay sinners. On the other hand, my readers have a point.

As discussed by Kevin LaCroix in his blog post on the case, the former officers sued the bank's D&O insurance carrier for denying coverage of the FDIC's claims, and the carrier defended on the "insured versus insured" exclusion contained in the insurance policy.

The individuals contend that the policy’s base form had a regulatory exclusion, which had it remained in the policy would have precluded coverage for the FDIC’s action against them. The individuals allege further that the bank had purchased an endorsement to the policy that removed the regulatory exclusion from the policy. The individuals essentially contend that the point of the endorsement to remove the regulatory exclusion was to ensure that the policy provided coverage for claims brought by the FDIC, and the carrier therefore should not be able to rely on a different exclusion to try to deny coverage for an FDIC claim.

According to defense counsel’s press release, in their settlement with the FDIC, the five individuals assigned their claim for bad faith and breach of contract to the FDIC, while retaining their right to try recover from the D&O insurer their defense fees incurred prior to the settlement. The parties also exchanged covenants not to bring any further actions against each other, and the settlement also included a covenant by the FDIC not to assert any claims against the five individuals’ property or assets. The FDIC will control and prosecute the assigned claims against the insurer at the agency’s own cost and expense. The officers maintained their right to continue their own retained claims.

Critically, the officers agreed to the entry of a judgment against them in favor of the FDIC, then assigned their claims against the insurance company to the FDIC. Since The FDIC will look solely to the insurance carrier to collect the agreed upon judgment, a cynic might posit that the defendants agreed to a judgment that might have been a wee bit higher than an objective view might have justified. As a slap-happy optimist, I'd never encourage that view, but Kevin LaCroix is not an optimist.

However, the problem with these type of consent judgment/covenant not to execute type deals is that this approach can run the risk of slipping into a collusive arrangement, with the insured individual willingly agreeing to a settlement amount that has no relation to the his or her true liability exposure. Without meaning to suggest anything one way or another about this particular deal, I will say that in my prior life as an insurer-side coverage attorney, I did see deals that were questionable.

You can't blame either side for doing what it believes is in its own best interest. In this case, the insurance company might have avoided any possibility of collusion between the defendants and the FDIC by deviating from the normal business model of an insurance company: collect premiums, deny liability.

Life of Illusion

I'm not sure whether it's the result of the recent election, the annual end of Daylight Savings Time, or just a general sense that The Fall of Rome, Part Deux is in process, but some of my recent posts are generating some of the best reader emails of my blogging "career." Last night's rant about both the CFPB and the CUNA unleashed the inner Rabid Wolverine of Snark in an in-house lawyer with one of the nation's largest financial institutions, and his screed was too tasty not to share. I'll not identify him or her, or their institution, but rest assured, when it comes to the CFPB, they feel our pain.

From what I've seen I think the CFPB is completely overwhelmed by Franken-Dodd.  Their exam requests border on the absurd, and their ability to digest basic information would make anorexics envious.  You can tell they have few, if any, people with industry experience, and damn few with entity-level exam experience driving this carousel.  If we can devote platoons of lawyers, compliance people and others to these exercises in scatological rendering and barely keep up, I have the deepest sympathies for the smaller shops.

In my own view, the CFPB will prefer to herd a few "bigger cats" than develop rules and processes to meet the community banking world's needs or capabilities.  While the Fed and OCC can offer their crocodile tears, and Congress can fumble around, the CFPB seems especially tone-deaf to the industry.  Moreover, I doubt Liz "Hunts at Whole Foods" Warren will offer more than 1/32 support for any changes to the mission and/or makeup of the Bureau. 

I think an appropriate song for the CFPB would be "Life of Illusion" by Joe Walsh ...

Anyway, I need to get back to my cigar smoking, and flinging,  as I churn through CFPB exam requests, but I do enjoy your column.

I click my heels and give a curt Prussian nod to a fellow sufferer nailed to the shattered cross of regulatory tyranny.

Speaking of shattered crosses, did I ever tell you to never mess around with a man in black? No? Well, now I have.

The Yin And The Yang of D.C.

Echoing the complaints of community bankers, the National Association of Federal Credit Unions recently sent a letter of protest to the CFPB about its proposed rule to combine Regulation Z and RESPA disclosures. NAFCU warns that the proposal could drive many credit unions out of the residential lending business.

NAFCU argues the rule, in its current form, will force some credit unions to stop serving long-time borrowers while imposing unreasonable compliance costs on credit unions that already conduct quality due diligence.

The rule would force creditors to bare responsibility for any errors or lack of timeliness issues caused by a mortgage broker.

Federal credit unions also fear electronic-record retention requirements would impose unreasonable fees on credit unions and believe the rule's overall exemption for small credit unions should go beyond firms that issue five or fewer mortgages each year to include credit unions with $175 million or less in assets.

"Many small credit unions that conduct a small number of mortgage loans to their specific membership would simply cease their mortgage operations," the NAFCU wrote in its letter. "For example, a credit union whose membership consists of teachers in a part of one state or another whose membership consists of firefighters of another state may originate twenty mortgages in a year."

The organization suggests this type of credit union would not qualify for the exemption, forcing them to end relationships with long-time borrowers.

And the odds are that the CFPB gives more than a tinker's damn about that eventuality are...??

While NAFCU fights gamely for its members against the avalanche of regulatory burdens roaring down on small banks and credit unions from D.C., the National Association of Credit Unions has other things on its mind. Things like

ABBA tribute band ABBA The Concert will kick off the Credit Union National Association's (CUNA) 2013 Governmental Affairs Conference on Feb. 24 with a dazzling performance of ABBA's iconic hits, including Dancing Queen, Mama Mia, SOS and Take a Chance on Me.

[...]

ABBA The Concert, featuring Waterloo the band, bills itself as "the best ABBA since ABBA." The tribute group was formed in 1996 and quickly became known for its stunningly ABBA-esque sound and performances. The group has always included two members of the original ABBA rhythm section, and has performed more than 1,000 shows in more than 20 countries worldwide.

CUNA Councils Vice President David Rohn said CUNA Councils is delighted to again sponsor the GAC-opening concert. "Sunday's show promises to be a memorable experience--a concert full of popular hits and high-energy fun that all attendees will enjoy," he added.

[...]

CUNA's GAC is the credit union movement's premier political event and its largest national conference, each year providing more than 4,000 credit union executives and board members an opportunity to hear influential leaders from Congress, presidential administrations and federal regulatory agencies.

GAC attendees will also have the chance to meet directly with their members of Congress here in Washington.

And, the chance to bask in the wonderfulness of a fake ABBA band. As if the real ABBA wasn't sufficiently excruciating.

How did the promo piece omit the greatness of the group's most inspired tune, Bang-A-Boomerang?

Like a bang, a boom-a-boomerang
Dum-be-dum-dum be-dum-be-dum-dum
Oh bang, a boom-a-boomerang
Love is a tune you hum-de-hum-hum
So give it away, I think you'll learn
You'll get love in return
So bang, a boom-a-boomerang is love
A boom-a-boomerang is love

Give me a minute while I recover from my swoon.

As the credit union trade official who sent me notice of this concert-of-a-lifetime so aptly put it: "You couldn't make this s*** up."

No, you couldn't. What's more, why would you want to?