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Securities Litigation, Investigations and Enforcement
Orrick Global
The SEC's Authority to Enforce the Bank Secrecy Act is Challenged
Robert Loeb, Ken Herzinger, Daniel Nathan, Andrew Morris, Jonathan Lopez, Derek Wetmore and Randall SmithPosted on July 10, 2018
In the past few years, the SEC has become increasingly active in bringing enforcement actions based on broker-dealers' alleged failures to comply with requirements of the Bank Secrecy Act (BSA), in particular that requirement that they file "Suspicious Activity Reports," or "SARs." The SEC's authority to bring such actions, however, has never been established by statute or appellate authority, and is being challenged in a petition for a writ of mandamus currently pending in the Second Circuit. Though the procedural posture of that case makes it an unlikely vehicle for resolving the question, the issue it raises is likely to recur so long as the SEC continues to bring such enforcement actions despite its lack of any clear authority to do so. Practitioners should be aware of this open issue so that it can be properly raised and preserved in BSA enforcement actions brought by the SEC.
The SEC's Lack of Civil Penalty Authority under the BSA
The Bank Secrecy Act, enacted in 1970 to combat money-laundering, gives general examination and enforcement authority to the Secretary of the Treasury. The Treasury Secretary is also authorized to "delegate duties and powers … to an appropriate supervising agency." 31 U.S.C. § 5318. By regulation, Treasury has delegated "[a]uthority to examine institutions to determine compliance with the requirements of" the BSA to various other agencies. 31 C.F.R. § 1010.810(b). With respect to securities broker-dealers, such "authority to examine" has been delegated to the SEC. 31 C.F.R. § 1010.810(b)(6). However, Treasury has kept "[a]uthority for the imposition of civil penalties" with the Financial Crimes Enforcement Network, or FinCEN, which is a bureau of Treasury. 31 C.F.R. § 1010.810(d).
Despite its lack of delegated authority, for more than a decade the SEC has initiated civil enforcement actions based on alleged failure of securities broker-dealers to comply with BSA requirements. In recent years, these enforcement actions have become more frequent, and have also changed in nature. Earlier enforcement actions typically focused on the requirement that broker-dealers establish and comply with a written Customer Identification Program. And in those cases where the SEC based its enforcement action on the requirement that broker-dealers file SARs, it was generally in circumstances where the broker-dealer in question failed to file any SARs at all for a protracted period. More recent enforcement actions, however, have challenged the adequacy of SARs that broker-dealers actually did file.
In these proceedings, the SEC has based its asserted enforcement authority under the BSA on Exchange Act Section 17(a), which allows the SEC to require that broker-dealers "make and keep for prescribed periods such records" that the Commission requires. Under that provision, the SEC promulgated Exchange Act Rule 17a-8—17 C.F.R. § 240.17a-8—which cross-references the regulations promulgated by the Treasury Department under the BSA and requires that securities broker-dealers comply with them. In effect, then, the SEC has invoked its books-and-records authority as a means to assert for itself authority to enforce the requirements of the BSA.
The Pending SEC v. Alpine Securities Corp. Litigation
Although the SEC has been bringing enforcement actions based on securities broker-dealers' alleged failures to comply with BSA requirements for more than a decade, its authority to do so was not challenged until recently. The SEC brought a BSA enforcement action against Alpine Securities Corp. in the summer of 2017 in the Southern District of New York. That suit is representative of the SEC's more recent BSA enforcement actions. According to the SEC's allegations, Alpine did have a BSA compliance program, and did file thousands of SARs. The SEC, however, alleges that the SARs that Alpine filed were inadequate in various ways. And as in other BSA enforcement actions brought by the SEC, the agency alleged that these inadequate SARs violated Section 17(a) of the Exchange Act and Rule 17a-8.
In early 2018, Alpine moved for summary judgment, arguing that the SEC lacks authority to bring enforcement actions seeking civil penalties for alleged violations of the Bank Secrecy Act. Alpine argued that the BSA expressly delegates authority to bring civil enforcement actions to the Treasury Secretary, and that the Treasury Secretary—while delegating authority to examine various institutions for BSA compliance to various other agencies—retained enforcement authority for itself. Alpine contended that the SEC's interpretation of the "books and record" provision as giving it the power to bring its own BSA enforcement actions was contrary to Congressional command, and that the SEC was improperly attempting to "bootstrap" itself into an area where it lacked jurisdiction.
The district court judge—Judge Denise Cote—denied Alpine's motion. First, the court concluded that Alpine was wrong to characterize the SEC's suit as seeking to enforce the BSA, because the SEC in fact brought the suit under Section 17(a) and Rule 17a-8. Second, the court rejected Alpine's challenge to the SEC's interpretation of Section 17(a) of the Exchange Act. Applying the two-step framework from Chevron v. Natural Resources Defense Council, 467 U.S. 837 (1984), the court concluded that Rule 17a-8, which requires compliance with certain BSA regulations, is a reasonable interpretation of Exchange Act Section 17(a). The court further observed that "neither the Exchange Act nor the BSA expressly precludes joint regulatory authority by FinCEN and the SEC over the reporting of potentially suspicious transactions."
Alpine moved for reconsideration of the court's order or, in the alternative, for certification of an interlocutory appeal. The court denied both motions. On June 22, 2018, Alpine filed a petition for a writ of mandamus in the Second Circuit, again arguing that the BSA expressly delegates enforcement authority to Treasury, and such authority cannot be usurped by the SEC. On July 9, the SEC filed an opposition to the mandamus petition.
Implications for White-Collar and Securities Practitioners
In light of the high bar for obtaining a writ of mandamus, the chances that the Second Circuit will grant the relief Alpine requests are likely low. The reasoning and conclusion of the district court's decision, however, are vulnerable to attack. The district court focused its analysis almost exclusively on Exchange Act Section 17(a) and Rule 17a-8, and rejected Alpine's challenge based on its determination that the SEC clearly has authority to impose record-keeping and production requirements on broker-dealers. In FDA v. Brown & Williamson, however, the Supreme Court emphasized that, "[i]n determining whether Congress has specifically addressed the question at issue, a reviewing court should not confine itself to examining a particular statutory provision in isolation." 529 U.S. 120, 132 (2000). Rather, courts must "interpret the statute as a symmetrical and coherent regulatory scheme," and must also take into account how one statute "may be affected by other Acts." Id. at 133 (internal citations omitted). Similarly, the Second Circuit has held that where an Act of Congress "specifically and unambiguously targets" a particular issue and "unambiguously" gives enforcement authority to a particular agency, another agency's "assertion of concurrent jurisdiction rings a discordant tone with the regulatory structure created by Congress." Nutritional Health All. v. FDA, 318 F.3d 92, 104 (2d Cir. 2003).
As long as the SEC continues to bring BSA enforcement actions, it appears inevitable that at some point a court of appeals will be called upon to determine whether the SEC does, in fact, have such enforcement authority. White-collar and securities practitioners defending broker-dealers in SEC enforcement actions based on the alleged failure to file SARs or comply with other requirements of the BSA should raise the issue during the investigation process and again during court proceedings to ensure that it is preserved, and ask the court to certify the question for interlocutory appeal under 28 U.S.C. 1292(b) if the court determines that the SEC does have such authority. Although the district judge in the Alpine Securities case refused to certify an interlocutory appeal, in light of the dearth of appellate case law on the issue and the fundamental nature of the challenge, other district judges may be willing to certify.
Posted in Client Alert, SEC Tagged Bank Secrecy Act, BSA, FinCEN, SARs, SEC v. Alpine Securities Corp., Securities and Exchange Commission
D.C. Circuit Holds PCAOB Improperly Denied Target of Investigation Access to Expert Assistance
Paul Rugani, Andrew Morris, Thomas Kidera and Aoife M. DuffyPosted on March 29, 2018
A D.C. Circuit panel unanimously ruled that the Public Company Accounting Oversight Board ("PCAOB") acted unlawfully by denying former Ernst & Young partner Marc Laccetti his right to bring an accounting expert to an investigative interview. The March 23rd decision in Laccetti v. Securities & Exchange Commission potentially throws the validity of many pending PCAOB investigations into question and provides important procedural rights to the subjects of those investigations.
Laccetti was investigated and sanctioned by the PCAOB in connection with Ernst & Young's audit of Taro Pharmaceutical Industries, Ltd.'s 2004 financial statements. The PCAOB's rules provide witnesses interviewed by the PCAOB the right to be represented by counsel. However, the PCAOB had interpreted that rule as limited to lawyers only. Accordingly, when Laccetti was interviewed during the PCAOB's investigation, the PCAOB permitted Lacetti to be accompanied by an in-house Ernst & Young lawyer but refused his request that an Ernst & Young accounting expert also be present. The PCAOB advised Laccetti that he and his counsel could consult with an expert before or after testifying, but that the presence of any technical expert was "not appropriate" at the interview. Following that interview, in a decision subsequently affirmed by the Securities and Exchange Commission ("SEC"), the PCAOB fined Laccetti $85,000 and suspended him from the accounting profession for two years. READ MORE →
Posted in Client Alert, PCAOB, SEC Tagged Laccetti, Laccetti v. Securities & Exchange Commission, Securities and Exchange Commission
Looking Out for Main Street: SEC Focuses on Retail, Cybersecurity and Cryptocurrency
Elizabeth Marshall Anderson, Ken Herzinger, Daniel Nathan and Robert SternPosted on February 28, 2018
The Commissioners and senior officials of the Securities and Exchange Commission ("SEC" or "Commission") addressed the public on February 23-24 at the annual "SEC Speaks" conference in Washington, D.C. Throughout the conference, many speakers referred to the new energy that SEC Chairman Jay Clayton had brought to the Commission since his confirmation in May 2017. The speakers also seemed relieved that the SEC was finally operating with a full set of commissioners since the recent additions of Robert J. Jackson, Jr. and Hester M. Peirce. Clayton's address introduced the main refrain of the conference: that the SEC under his leadership is focused on the long-term interests of Main Street investors. Other oft-repeated themes included the challenges presented by cybersecurity and the fast-paced developments in cryptocurrency and blockchain. To address these shifts in focus, the Enforcement division plans to add more resources to the retail, cybersecurity and cryptocurrency spaces.
Following are the key litigation and enforcement takeaways.
Main Street Investors
Commissioner Kara Stein picked up on Clayton's Main Street investors focus when she asked whether increasingly complex and esoteric investments, such as product strategies and structures that utilize derivatives, were appropriate for retail investors. She explained that it was not a question whether the financial industry could develop and sell these products, but whether it should. She said it was not clear that financial professionals fully understood the products they were selling, and that even if brokers and advisers made disclosures regarding the potential outcomes and risks to investors, complete disclosures might not even be possible due to the products' complexity. Both SEC and FINRA Enforcement have brought actions related to the sales practices of inverse and leveraged ETFs, as well as the purchase and sale of complex products. Stein opined that gatekeepers needed to remember the real people behind every account number when they were advising clients on how to handle these types of products.
Steven Peikin, Co-Director of the Division of Enforcement, described the SEC's Share Class Selection Disclosure Initiative as one way in which Enforcement was trying to help Main Street investors. The Initiative was created to address the problem of investment advisers putting their clients into higher fee share classes when no fee or lower fee classes were available. The SEC is incentivizing advisers to self-report this issue by promising not to impose any penalties, and only requiring them to disgorge their profits to investors. Peikin encouraged investment advisers to take advantage of this opportunity, indicating that if the Commission learned that an adviser had engaged in this conduct and did not self-report, it would be subject to significant penalties. The Chief of the SEC's Broker-Dealer Task Force shared that AML programs and SAR-filing obligations are also a priority for the Enforcement division and OCIE exams. READ MORE →
Posted in Client Alert, Cybersecurity, SEC Tagged Blockchain, Cryptocurrency, FINRA, Jay Clayton, Kara Stein, Kokesh, Leidos, Retail, SEC Speaks, Securities Exchange Commission
SEC's OCIE Announces 2018 Areas of Focus
Daniel Nathan, Ken Herzinger, Danielle Van Wert and Kristen BartlettPosted on February 12, 2018
On February 7, 2018 the SEC's Office of Compliance Inspections and Examinations (OCIE) announced its 2018 National Exam Priorities. The priorities, formulated with input from the Chairman, Commissioners, SEC Staff and fellow regulators, are mostly unchanged from years past (New Year, Similar Priorities: SEC Announces 2017 OCIE Areas of Focus, Orrick.com). However, the publication itself is presented in a more formal wrapper that begins with a lengthy message from OCIE's leadership team describing the Office's role and guiding principles, including that they are risk-based, data-driven and transparent, and that they embrace innovation and new technology.
OCIE's principal 2018 priority, not surprisingly, appears to be the protection of retail investors, including seniors and those saving for retirement. OCIE specifically stated that it will focus on the disclosure of investment fees and other compensation received by financial professionals; electronic investment advisors – sometimes known as "robo-advisors"; wrap fee programs in which investors are charged a single fee for bundled services; and never-before-examined investment advisors. As to the latter, OCIE indicated that in the most recent fiscal year, it examined approximately 15 percent of all investment advisors, up from 8 percent five years before. It remains to be seen whether that increasing trend will continue.
Noting that the cryptocurrency and initial coin offering (ICO) markets "present a number of risks for retail investors," OCIE included them as a priority for the first time. Examiners will focus on whether financial professionals maintain adequate controls and safeguards over the assets, as well the disclosure of investment risks.
Other 2018 priorities are compliance and risks in critical market infrastructure; cybersecurity protections, which OCIE states are critical to the operation of our markets; and anti-money laundering programs. In addition, OCIE has prioritized its examinations of FINRA and MSRB to ensure that those entities continue to operate effectively as self-regulatory organizations subject to the SEC's oversight. READ MORE →
Posted in Client Alert, SEC Tagged Cryptocurrency, FINRA, ICO, MSRB, OCIE, Office of Compliance Inspections and Examinations, Securities and Exchange Commission
New Delaware Supreme Court Ruling on Excess Director Compensation: A Return to Formula Plans?
Juliano Banuelos, Brett Cooper and Justin HoPosted on December 20, 2017
On December 13, 2017, in Re Investors Bancorp, Inc. Stockholder Litigation ("Bancorp"), the Supreme Court of Delaware held that when stockholders have approved an equity incentive plan that gives the directors discretion to grant themselves awards within a shareholder approved plan limit, and a stockholder properly alleges that the directors improperly exercised that discretion, then the stockholder ratification defense is unavailable to dismiss the suit, and the directors will be required to prove the entire fairness of the awards to the corporation. The Bancorp case involved a generous shareholder approved plan limit and upholds the adage that bad facts make bad law.
In Bancorp, the company's stockholders approved an equity plan for employees and directors that gave Bancorp Inc.'s board of directors discretion to allocate up to 30% of all option or restricted stock shares available under the plan as awards to themselves. After stockholders approved the equity plan, the board approved grants to themselves of just under half of the stock options available to the directors and nearly thirty percent of the shares available to the directors as restricted stock awards.
Each director's grant far surpassed the median pay at similarly sized companies and the median pay at much larger companies. The awards were also over twenty-three times more than the median award granted to other companies' non-employee directors after mutual-to-stock conversions. The court determined that the plaintiffs alleged facts that the directors breached their fiduciary duties by awarding excessive equity awards to themselves under the equity plan and that a stockholder ratification defense was not available for a motion to dismiss. READ MORE →
Posted in Client Alert, Executive Compensation, Securities Litigation, Shareholder Litigation Tagged Bancorp, Delaware Supreme Court, Executive Compensation Litigation, Investors Bancorp, stockholder litigation
Sudan Now Open for Business, but Risks Remain
James Stanley, Walter Brown and Harry ClarkPosted on November 10, 2017
On October 12, 2017, the United States made permanent its lifting of a longtime general embargo on trade and investment with Sudan. As a result, U.S. individuals and companies are now generally free to engage in transactions involving Sudan, the Government of Sudan or many formerly sanctioned Sudanese persons without a license from the Department of the Treasury's Office of Foreign Assets Control (OFAC). While this presents opportunities for new business in Sudan, any U.S. person considering business relating to Sudan should be aware of the legal restrictions that remain in place and the risks associated with such an undertaking.
For almost two decades, Executive Orders (EOs) by Presidents Bill Clinton (EO 13067) and George W. Bush (EO 13412), along with the Sudanese Sanctions Regulations (SSR), have generally prevented U.S. persons from conducting transactions involving the Government of Sudan or certain sanctioned Sudanese persons, importing goods or services of Sudanese origin, exporting any goods or services to Sudan, or performing any contract "in support of an industrial, commercial, public utility, or governmental project in Sudan," among other things. This trade and investment embargo was prompted by findings that the Government of Sudan was engaged in support for international terrorism, efforts to destabilize its neighboring countries, and myriad human rights violations.
On January 13, 2017, President Obama issued EO 13761, which observed that the dangerous and unstable situation in Sudan that had prompted sanctions by his predecessors "has been altered by Sudan's positive actions over the past 6 months." In particular, the order praised Sudan for "a marked reduction in offensive military activity, culminating in a pledge to maintain a cessation of hostilities in conflict areas in Sudan, and steps toward the improvement of humanitarian access throughout Sudan, as well as cooperation with the United States on addressing regional conflicts and the threat of terrorism." The order, which was one of President Obama's final acts in office, called for a conditional return of U.S. trade and investment transactions with Sudan with permanent revocation of sanctions after a six-month monitoring period and approval by certain U.S. agencies. Consistent with this order, OFAC issued a temporary general license on January 17, 2017, authorizing transactions that were previously prohibited by the aforementioned sanctions. As it turns out, the January 17 general license marked the end of the main set of sanctions against Sudan. READ MORE →
Posted in Client Alert Tagged Compliance, FCPA, OFAC, sanctions, Trump Administration
SEC Updates Revenue Recognition Guidance for Bill-and-Hold Arrangements
Danielle Van Wert and William AldermanPosted on August 24, 2017
Last Friday, the SEC issued two releases regarding guidance on revenue recognition, along with a related Staff Accounting Bulletin. These releases are notable for all SEC registrants, as they update prior revenue recognition guidance.
First, the SEC updated its guidance for criteria to be met in order to recognize revenue when delivery has not occurred, i.e., bill-and-hold arrangements. The SEC's guidance now follows that of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenues from Contracts with Customers. Per ASC Topic 606, revenue may be recognized when or as the entity satisfies a performance obligation by transferring a promised good or service to a customer, and a good or service is transferred when the customer obtains control of that good or service. In the context of bill-and-hold arrangements, ASC Topic 606 provides specific guidance that certain indicators must be met to show that control has been transferred, including: (i) a substantive reason for such an arrangement where the customer has declined to exercise its right to take physical possession of that product; (ii) the product must be identified separately as belonging to the customer; (iii) the product currently must be ready for physical transfer to the customer; and (iv) the entity cannot have the ability to use the product or direct it to another customer. Until a registrant adopts ASC Topic 606, however, it should continue to follow the older guidance for revenue recognition. In conjunction with the SEC's release, the SEC's Office of the Chief Accountant and Division of Corporate Finance also released a bulletin that brings existing SEC staff guidance into conformity with ASC Topic 606.
The SEC also published new guidance with respect to accounting for sales of vaccines and bioterror countermeasures to the Federal Government for placement into the pediatric vaccine stockpile or the strategic national stockpile. In light of the updated ASC Topic 606 referenced above, the SEC states that vaccine manufacturers should now recognize revenue and provide disclosures when vaccines are placed into Federal Government stockpile programs because control of the enumerated vaccines (i.e., childhood disease, influenza and others) will have been transferred to the customer.
Posted in Client Alert, Corporate Governance, Financial Institutions, SEC Tagged Accounting, ASC 606, Bill-and-Hold Arrangements, FASB, FASB Accounting Standards Codification, Financial Accounting Standards Board, Goods, SAB, Securities and Exchange Commission, Staff Accounting Bulletin, Topics 606, Vaccine
On the Chopping Block: The Effort to Repeal the CFPB's New Rule on Consumer Class Actions
Robert Cohen and William FoleyPosted on August 1, 2017
On July 19, 2017, the Consumer Financial Protection Bureau ("CFPB") published a new rule that has the potential to significantly increase the number of class action lawsuits brought by consumers against their financial services providers. Although consumer advocates applaud the rule, critics argue that the rule will lead to an explosion of frivolous lawsuits. Congress, for its part, is currently taking steps to stop the rule from ever taking effect.
The rule would no longer allow a financial services provider to use mandatory arbitration clauses to stop its consumers from bringing class action lawsuits against that provider. Mandatory arbitration clauses require that disputes between parties to a contract must be resolved by privately appointed arbitrators rather than the courts, with few exceptions. According to the CFPB, financial services providers have used arbitration clauses in consumer contracts to block class action lawsuits, forcing each consumer to pursue individual claims. A CFPB study from March 2015 further claims that mandatory arbitration clauses are harmful to consumers because companies avoid paying full relief to all those harmed and are therefore not sufficiently deterred from engaging in the misconduct moving forward. READ MORE →
Posted in Client Alert, Financial Institutions Tagged Class Action Lawsuits
What Startups Need to Know About the Revised Reg D
Robert Stern, Alex Talarides and Alexander PorcaroPosted on July 28, 2017
Startups need funding, and most startups want to raise money with as little legal red tape as possible. But when a startup takes investment money, it is issuing securities, and federal securities laws generally require a company – or "issuer" – to register the offering and sale of any securities with the Securities Exchange Commission ("SEC"). The bad news is that most early-stage companies don't have the legal resources to comply with the SEC's registration and reporting requirements. The good news is that Congress and the SEC recognize this and so have created certain exemptions from the registration requirement.
The most commonly used exemptions derive from Sections 4(a)(2) and 3(b)(1) of the Securities Act of 1933. Section 4(a)(2) exempts issuer transactions "not involving any public offering," while Section 3(b)(1) authorizes the SEC to create additional exemptions. The SEC adopted Regulation D ("Reg D") in 1982 to clarify and expand the exemptions available under these two sections. The SEC further expanded Reg D in 2013 following passage of the Jumpstart Our Business Startups Act of 2012 ("JOBS Act").
Until this year, Reg D included three rules – Rules 504, 505, and 506 – that provided specific exemptions from registration. Rules 504 and 505 exempted certain offerings up to $1 million and $5 million, respectively. Rule 506 spelled out two "safe harbors" – 506(b) and 506(c). If an offering met the conditions of either of Rule 506's "safe harbors," it would be deemed a transaction "not involving any public offering" and would be exempt under Section 4(a)(2). READ MORE →
Posted in Client Alert, Corporate Governance, Dodd-Frank Act, Securities Litigation Trends, Securitizations Tagged angel investing, Regulation D, SAFE, Startup, technology, venture capital
Supreme Court Unanimously Limits the SEC's Ability to Seek Disgorgement
William Foley and Amy RossPosted on June 6, 2017
This week, the United State Supreme Court finally resolved a circuit split and unanimously held that SEC actions seeking to disgorge ill-gotten gains are subject to a five-year statute of limitations on civil fines, penalties or forfeitures under 28 U.S.C. § 2462. This decision is expected to dramatically reduce the SEC's ability to collect disgorgement in enforcement actions.
The decision arose out of an SEC enforcement action brought in 2009 that alleged between 1995 and 2006, Charles Kokesh, a New Mexico-based investment adviser, misappropriated $35 million from two investment advisory companies he owned and controlled, thereby squandering the money of tens of thousands of small investors. Kokesh was ultimately found liable at trial and the trial court ordered him to disgorge the entire $35 million he was found to have misappropriated plus interest, and pay a civil monetary penalty. Kokesh subsequently challenged the disgorgement order before the U.S. Court of Appeals for the Tenth Circuit, arguing that the SEC's claim for disgorgement was subject to the five year statute of limitations period codified in Section 2462, and therefore the $35 million disgorgement amount should be significantly reduced by eliminating any ill-gotten gains received prior to 2004—five years prior to the initiation of the SEC enforcement action. A three judge circuit court panel of the Tenth Circuit unanimously disagreed, and upheld the disgorgement order on the basis that disgorgement is not a "penalty" or "forfeiture" as defined in Section 2462, but rather was "remedial" and "does not inflict punishment" because it leaves the wrongdoer "in the position he would have occupied had there been no misconduct." On this basis, the Tenth Circuit held that Section 2462's limitations period was inapplicable to disgorgement. READ MORE →
Posted in Client Alert, Corporate Governance, SEC, Securities Fraud, Securities Litigation Trends Tagged 28 U.S.C. § 2462, Civil Finds, disgorgement, Eleventh Circuit, Ill-Gotten Gains, investment advisers, Justice Sotomayor, Kokesh, penalties, SCOTUS, Section 2462, Sotomayor, Statute of Limitations, Supreme Court, Tenth Circuit, U.S. Securities and Exchange Commission
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RAY J shocked all Celebrity Big Brother viewers on Tuesday when it was confirmed he had quit.
With reports suggesting it's because of a bad tooth - which CBB producers have denied - Kim Kardashian's former boyfriend is no longer housemates with the likes of Calum Best and Coleen Nolan.
However, with less than 24 hours to adjust to the news, fans of CBB have had quite the mixed reaction to the walkout.
Airing their thoughts on social media, some admitted Whitney Houston's former boyfriend was better off out of the house as all he did was sleep.
Others were angry that Channel 5 producers had paid so much money for him, only for Ray J to quit.
There are many viewers who are annoyed Ray J hasn't re-entered the house following his alleged tooth problem.
With many other housemates being allowed back in following a hospital dash, one Twitter user said: "So Jedward are let back in house after hospital visit, but Ray J isn't. Utter b******t #cbb is fixed."
However, while Ray J has threatened to sue the show according to reports, it's clear the full story is not known.
Many have admitted they won't miss Brandy's brother after they labelled him "disappointing" for sleeping all the time.
One unamused fan said: "He could've been a contender to win had he stayed funny but the sleeping through everything just ruined his potential."
Full of sarcasm, another added: "Oh no! Who we will watch sleep all day now?"
As the highest-paid celebrity ever for the house, fans are using his exit to prove his £810,000 fee was a waste of money.
One angry fan tweeted: "So Ray J got a million quid for sleeping, not doing anything but moaning, #Useless, waste of time and good money, #loser #CBB."
"Ray J was boring and not worth the money #cbb were giving him," agreed another.
With Ray J out of the house, fans of the show Emma Willis presents have randomly asked for the like of Perez Hilton and Tiffany Pollard to make a comeback.
Celebrating Ray J's departure, a fan had a plan for producers as they wrote: "Fantastic news! Now with his fee you can bring back Tiffany Pollard, Katie Hopkins, AND Luisa!"
"@bbuk bring back Tiffany and Katie Hopkins! #CBB," said another.
Find out the full story on Channel 5 tonight at 9pm.


text:
Q: Prove that $A_n = C_n$, the $n$th Catalan number.
Problem:
For each $n \geq 0$ let $A_n$ be the number of sequences
$a_1a_2...a_n$ of non-negative integers that satisfy
$$0 \leq a_{i+1} \leq a_i + 1, \:\:\: i = 0,...,n-1, \:\:\: a_1 = 0$$
Prove that $A_n = C_n$, the $n$th Catalan number, for each $n \geq 0$.

Proof:
$A_0 = C_0 = 1$. It suffices to prove
$$A_n = \sum_{m=1}^{n} A_{m-1}A_{n-m}$$
for each $n > 0$.
For each $m = 1,...,n-1$, let $A(n,m)$ be the number of sequences
$a_1...a_n$ of length $n$ for which
$$a_{m+1} = 0, \:\:\: a_i > 0 \:\:\text{for}\:\: i = 2,...,m$$
And let $A(n,n)$ be the number of sequences of length $n$ for which
$$a_i > 0 \:\:\text{for all}\:\: i = 2,...,n$$
Now
$$A_n = \sum_{m=1}^{n} A(n,m)$$
So we are done if we can prove that
$$A(n,m) = A_{m-1}A_{n-m} \:\:\text{for}\:\: m = 1,...,n$$
Here i am stuck.

A: You have a reasonable idea, but that way of decomposing the sequences doesn't seem to work. Instead of simply telling you what will work, I'm going to try to point you in the right direction with a hint that mimics the way I thought about the problem just now.
I've made a table of the sequences of lengths $0,1,2,3$ and $4$ that satisfy the conditions (ignore the colors for now):
$$\begin{align*}
&n=0:\lambda\\
&n=1:0\\
&n=2:0\color{red}0\mid0\color{blue}1\\
&n=3:0\color{red}{00},0\color{red}{01}\mid0\color{blue}1\color{red}0\mid0\color{blue}{11},0\color{blue}{12}\\
&n=4:0\color{red}{000},0\color{red}{001},0\color{red}{010},0\color{red}{011},0\color{red}{012}\mid 0\color{blue}1\color{red}{00},0\color{blue}1\color{red}{01}\mid 0\color{blue}{11}\color{red}0,0\color{blue}{12}\color{red}1\mid0\color{blue}{111},0\color{blue}{112},0\color{blue}{120},0\color{blue}{122},0\color{blue}{123}
\end{align*}$$
Here $\lambda$ is the empty sequence. You'll notice that for $n=2,3,4$ I've broken the list of sequences into groups separated by vertical strokes; take a look at the lengths of those groups. For $n=4$ we have groups of $5,2,2$, and $5$, and
$$\begin{align*}
C_4&=C_3C_0+C_2C_1+C_1C_2+C_0C_3\\
&=5\cdot1+2\cdot1+1\cdot2+1\cdot5\\
&=5+2+2+5\;.
\end{align*}$$
You can check that something similar happens when $n=2$ and $n=3$. The problem now is to see how I made the divisions into groups. The colors are the key here. I would concentrate first on the $n=4$ case, since it shows most clearly what's going on. Here is a first
HINT:

*

*Ignore the black leading $0$.

*Read red digits exactly as they are.

*Subtract $1$ from each blue digit.

*It may help to think of $0\color{red}{001}$ and $0\color{blue}{112}$ as $0\color{blue}{\lambda}\color{red}{001}$ and $0\color{blue}{112}\color{red}\lambda$, respectively.

A: The start of a proof i demonstrated in the OP it seems like you can finish it and prove that $A_n = C_n$ the $n$th catalan number. I got a handout from my professor saying it can be done.
$A_0 = C_0 = 1$. It suffices to prove
$$A_n = \sum_{m=1}^{n} A_{m-1}A_{n-m} \:\:\:\:\:\:\:\:\:(1)$$
for each $n > 0$.
For each $m = 1,...,n-1$, let $A(n,m)$ be the number of sequences
$a_1...a_n$ of length $n$ for which
$$a_{m+1} = 0, \:\:\: a_i > 0 \:\:\text{for}\:\: i = 2,...,m\:\:\:\:\:\:\:\:\:(2)$$
And let $A(n,n)$ be the number of sequences of length $n$ for which
$$a_i > 0 \:\:\text{for all}\:\: i = 2,...,n \:\:\:\:\:\:\:\:\:(3)$$
Now
$$A_n = \sum_{m=1}^{n} A(n,m)$$
So we are done if we can prove that
$$A(n,m) = A_{m-1}A_{n-m} \:\:\text{for}\:\: m = 1,...,n \:\:\:\:\:\:\:\:\:(4)$$
First suppose $1 \leq m \leq n-1$ and let $a_1...a_n$ be one of the $A(n,m)$ sequences satisfying $(2)$. The subsequence $a_{m+1}...a_n$, of length $n-m$, satisfies exactly the same condition as at the outest, hence there are $A_{n-m}$ possibilities for it.
Since $a_2 > 0$ and $a_2 \leq a_1 + 1$, we must have $a_2 = 1$. We also know that $a_i \geq 1$ for $i = 2,...,m$. So if we let $b_i = a_i - 1$ for $i = 2,...,m$, then the subsequence $b_2...b_m$, of length $m-1$, satisfies exactly the same conditions as at the outset. Hence there are $A_{m-1}$ possibilities for it, and hence in turn for the subsequence $a_2...a_m$. Finally, an application of the multiplication principle verifies $(4)$.
There remains the case $m=n$. We must verify that $A(n,n)=A_{n-1}A_0 = A_{n-1}$.
Let $a_1...a_n$ be one of the $A(n,n)$ sequences satisfying $(3)$. Since $a_2 > 0$ and $a_2 \leq a_1 + 1$, we must have $a_2 = 1$. We also know that $a_i \geq 1$ for $i = 2,...,n$. Hence, letting $b_i := a_i -1$ for $i = 2,...,n$ the sequence $b_2...b_n$, of length $n-1$, satisfies exactly the same conditions as at the outset. Hence there are $A_{n-1}$ possibilities for it, hence so also for the sequence $a_2...a_n$.
$$\tag*{$\Box$}$$

redpajama_set_name: RedPajamaStackExchange


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Punched holes in structural steelwork. American Society for Testing MaterialsStandard Recommended Practice for Safeguarding Against Embrittlement of Hot Dip Galvanised Structural Steel Products and Procedure for Detecting Embrittlement. N. BaileyWelding Carbon-Manganese Steels. Metal Construction, 2 (1970), p. 442.
The suitability of steels for hot-dip galvanizing should also be considered. Structural steel that is to be hot-dip galvanized should be clearly specified, by invoking the appropriate options in the material standards, e.g. Option 5 in BS EN 10025-1.
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Galvanised steel Most caravan chassis in Australia have some form of galvanising but it's important to understand the distinctions. The following is an explanation of the terms used: Hot-dipped galvanising is the process of coating iron, steel or even aluminium with a thin layer of zinc.
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Computer steps through "found new drive...", but NO SHOW in My Computer.
Drive shows up in Disk Mgr but no volume info.
Tried jumpers on all drives, still no go.
Data on drive, therefore, I cannot format drive.
From the Computer Management screen, select Disk Management.
In this window you should see all of your connected physical drives, their format, if they are healthy, and the drive letter.
Select a new drive letter from the drop down list, preferably the one that is not normally used for this drive.
"... if they are healthy, and the drive letter ..." from the orig question ... the drive is healthy (is visible from other laptops) but no drive info appears b/c the volume info is missing. The info that appears is Dynamic and all 'size' info is 0.
If your device is not listed in Device Manager, it is not recognized by your computer. You need to install a new device driver manually.
Click Next, and wait for Windows to search for Plug and Play hardware. Most newer hardware is Plug and Play, so you will rarely need to go beyond this step.
If no Plug and Play hardware is found, a list of hardware types appears. Click Add a new hardware device, and then click Next.
In the Common hardware types list, click the appropriate hardware category, and then click Next.
In the Manufacturers list, click the manufacturer of your hardware, and then in the Models list, click the model name.
Or, click Have Disk if you have an updated or third-party driver to install for your hardware.
Click Next, and then follow the instructions on the screen to complete the installation.
are you aware of laptop w/ XP Home has 2.5" SATA driver but desktop w/ XP doesn't b/c desktop HDD are 3.5".
I also notice the volume info does not show on Laptop but HDD appears in My Computer for use and w/ correct data/dirs.... strange ???
It will depend on your motherboard, see if these settings can be configured in the BIOS.
1. Turn on the SATA ports in BIOS.
2. Turn on the SATA/PATA controllers in BIOS.
3. Install the Windows XP SATA drivers for the Hard Drive.
If it came out of a IBM NB there is no way to read it in anything but that model IBM NB as there is a Security Chip on the NB's Mother Board that caries any Passwords and without this chip it's not possible to read the Drive. You can Format it and work with it from there but never recover the Data without a Compatible M'Board to what it was originally connected to.
If it came out of an External Enclosure the same applies but there is another possibility as well . If the drive was constantly removed without using the Safely Remove Option the Partition Information has been destroyed so it needs to be attacked with some form of data recovery Software to rebuild the MBR's or recover the data with the cheaper Data Recovery Software that is available. Depending on what is on the drive and where it came from governs how you attempt to work with it and recover the data.
If you do not have any Data Recovery Software and want to attack the drive here is a list of the more commonly available Applications but remember the more that you attack it the less likely you are able to be to recover Data off it.
by g_man1 · 11 years ago In reply to Where did this come from?
"...Where did this come from?..." not the issue b/c when in external enclosure, the HD appears correctly in other laptops ... but not on any XP PCs. HD was orig in XP laptop and has NTFS format.
And the brand of the NB that it is working in is?
But if it works in none of the newer NB's with added Security all that you should need do is look in Drive Management and change the drive letter.
If that doesn't work there is an issue with Security.
If this is a SATA Drive there are no jumpers that need changing with the possible exception of the Drive that you wish to read load or whatever you may need to add a Jumper to this drive to limit the speed of the Drive to SATA 1 speeds. Some M'Boards do not support the higher speeds or the Newer SATA Drives. While this is mostly VIA Chip Sets others may also be affected.
If you ant to boot from this drive you'll need to disconnect any other drives that may be installed in this Desktop computer. If they remain in place and have a Boot Partition on them they will take precedence over the SATA Drive and it will not be possible to boot from this drive.
If there are no SATA Drives in this Desktop already are you sure that the SATA Drivers have been installed? Most need these included so that the Drive is recognized by Windows which doesn't provide Native Support for this format Drive.


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text:
Buzz in Greenport over basketball team's trip to state final four
By Joe Werkmeister and Nicole Smith
One topic has dominated the conversation this week in Greenport: the hometown Porters' championship journey.
Purple and gold balloons line the streets in front of many businesses. Signs hang outside others urging the boys basketball team success. Patrons at the bar at Andy's last Saturday kept jotting down the score of Greenport's Southeast Region championship game as it flashed on the screen, thanks to a Facebook livestream, so they could quickly relay it to anyone who walked in.
The Porters' 78-63 victory Saturday against Section I champion Alexander Hamilton at Pace University has generated the kind of buzz around Greenport that rivals response to the great Ryan Creighton team in 2009, when the Porters came within a game of a state championship.
"The [players] just love basketball, love to compete, love to practice and I think so many of them are homegrown and have parents and relatives that are here and have gone through the school, it's just galvanized the entire area," said Kevin Webster, the Southold Town assessor who provided play-by-play of the game via Facebook to thrilled fans scattered across the country.
The Porters advance to the Class C state semifinals beginning 3 p.m. Friday in Binghamton against undefeated Lake George. The winner will play in the state championship Saturday night.
Andy Harbin, co-owner of Andy's, said he plans to stream Friday's game on the big screens as well, if possible.
"It'll be really cool," he said. "We'll have the NCAA Tournament on one TV and next to it we'll have Greenport in their own Final Four."
A sign outside Wm. J. Mills & Co. in Greenport supporting the Porters. (Credit: Nicole Smith)
Balloons were hanging outside Goldberg's Monday morning, where the players who frequent the bagel shop were given free breakfasts after their win.
"We support all the high school kids," manager Brian Haggerty said. "My brother and I, we're from Long Island originally, but we grew up in a small town upstate. We really connect with the small-town, hometown feel and just how much support the boys get from the town is crazy."
The Greenport Fire Department sent the Porters off with an escort through the village Saturday and greeted the winning team on its return later that night. The team is scheduled to leave at 9 a.m. Thursday and the players will receive a districtwide champions march through the school before departing.
Fans are also encouraged to line the streets down Front Street and Main Road to cheer the players as they depart.
"From tip-off to the final buzzer, their passion is contagious, thrilling for every second of every game," said Greenport High School principal Gary Kalish. "I am so proud of them and can't wait until this weekend."
Crystal Anderson, mother of sophomore sensation Ahkee Anderson, helped organize a bus trip for fans to attend Friday's game for $75. She reached out to Hampton Jitney to secure a bus after the team's win last weekend. The company was fully booked for Friday, but found a way to assist the group though through a partner company. The bus will leave at 9 a.m. Friday and will return after the game ends. Another bus may be booked if the team wins Saturday.
"It's been a major buzz," Ms. Anderson said. "I couldn't be more thankful and I couldn't be more proud in this moment of everything that's going on. All in all, it really is history being made."
Mr. Webster said Porter Pride was on display last weekend when Greenport fans outnumbered the Hamilton fans, even though the opposing team's high school was only about seven miles away. He said he expects another big turnout in Binghamton, with alumni in Buffalo, Oneonta, Syracuse and elsewhere planning to attend.
And if not, Mr. Webster said he'll do his best do keep the fans at home updated.
"I really get excited about bringing this to the greater Greenport community," he said.
Photo caption: Greenport boys basketball players Jude Swann (left) and Tyrus Smiley were all smiles Saturday upon their return to Greenport. Their bus had received a fire department escort following the team's Southeast Region championship win. (Credit: Linda Ferguson)
Joe Werkmeister and Nicole Smith
Email Joe Werkmeister and Nicole Smith Email Created with Sketch. Email Joe Werkmeister and Nicole Smith
Greenport Fire Department
Greenport High School
Greenport Porters
12.08.2020	Greenport School District
Porter pride on display with new T-shirts sold to raise money for scholarships
A group of Greenport High School alumni is raising money to promote Porter pride. Sticker decals and T-shirts with...
Greenport secondary students move to remote learning Thursday
All secondary students (grades 7-12) at Greenport School will move to remote learning Thursday after a high school student...
Update: Queens man found dead after rowboat overturned in Long Island Sound
Update (11:30 a.m.): Southold police recovered the body of a Queens man early Saturday morning after an extensive search...
10.23.2020	Closer Look
Greenport senior spent summer building DIY ventilator she hopes will save lives
For many young students, figuring out how to spend summer vacation in the midst of the COVID-19 pandemic was...
10.20.2020	Sports
North Fork schools find ways to offer after-school athletic activity
Under a gorgeous, blue October sky on a brilliant weekday afternoon, the Mattituck High School campus had taken on...
Greenport School District to close building Tuesday after positive COVID-19 case reported for high school student
A Greenport High School student tested positive for COVID-19, according to Superintendent Marlon Small. Mr. Small, in a letter...

redpajama_set_name: RedPajamaCommonCrawl


The last time we blogged Thomas Wunz, I noted his castle-building skills, observing that he improves with each new diorama.
That's a white car door that Thomas is using as a bandage being unwrapped. That right there is pure genius.
I absolutely love the bandage technique!
No way! That bandage is brilliant!


text:
Ciglenica (Popovača), selo u Općini Popovača
 Ciglenica (Garešnica), naselje koje pripada Gradu Garešnici
 Ciglenica Zagorska, selo u Općini Sveti Križ Začretje
 Ciglenica (Trešnjevka), naselje u Gradskoj četvrti Trešnjevka – sjever u Zagrebu

redpajama_set_name: RedPajamaWikipedia


Calling Denim Neo Speedy owners!!! Your knowledge is NEEDED!
Good Morning from FOGGY Barrow!
The circled area is a crease- do the creases come out? As in- Speedy 30 has creases that come out eventually?
I'm sure once there is stuff in your bag it will come out.
Mine creases like that on one side. I find myself always adjusting it when I sit it down. If you keep your bag filled it should help.
Really, Hmmm guess i should look at the bottom of my bag when its fulled and see if it still does it.


text:
Transylvania County News
The Transylvania Heritage Museum will hold its 10th annual Founders' Day Fair on Saturday, September 1st. This year the festivities will be from 12:30-5:00 pm and will include a special Brevard's Got Talent show. Cash prizes will be awarded, with the top winner getting a cool $150 in honor of Brevard's Sesquicentennial year.
Judges will rate the participants on originality, technical ability, stage presence, and the difficulty of their selection. There will also be an opportunity for the crowd to cast a vote.
Brevard Mayor Jimmy Harris who suggested the...
Aluminum Christmas Tree Museum
The world renowned Aluminum Tree & Aesthetically Challenged Seasonal Ornament Museum and Research Center (commonly known as ATOM) is on exhibit for the 3rd time at the Transylvania Heritage Museum. It will be open Wednesday through Saturday from Saturday, November 12 until Saturday, December 24 (except November 23rd through November 25th). Many examples of the ultimate sustainable Christmas trees that were chic in the 1950's...
Healing Hands Exhibit opens at the Transylvania Heritage Museum
A new exhibit, sponsored by Transylvania Regional Hospital on behalf of the many doctors, nurses and caregivers who have provided medical care to the people of Transylvania County, opens Saturday, May 24, at 10 am at the Transylvania Heritage Museum, 189 West Main Street, Brevard. The exhibit is titled, "HEALING HANDS: From Folk Traditions to Modern...
Heritage Museum re-opens for the 2014 Season
History of a county is composed of histories of its communities and these histories will come together in the new exhibit opening at the Transylvania Heritage Museum at 189 West Main Street, Brevard, on Saturday, March 8, at 1 pm.
The dictionary defines community as a locality inhabited by people who havea common cultural and historical heritage...
Aluminum Trees on Display
ATOM Returns to Brevard
The world renowned Aluminum Tree & Aesthetically Challenged Seasonal Ornament Museum and Research Center (commonly known as ATOM) will be on exhibit again this year at your local Transylvania Heritage Museum. Many examples of the ultimate sustainable Christmas trees that were chic in the 1950's will be included. ATOM has been featured in Southern Living,...
Rosman Celebrates its Heritage
"People love this town." was the statement videographer Henry Felt made to Transylvania Heritage Museum Director Rebecca Suddeth after concluding a day of oral interviews during the Rosman Heritage Day on October 5th. Suddeth had asked Mr. Felt what he had learned about the town of Rosman after interviewing seven community members. His first response to the question was this simple observation. This did not surprise Suddeth. The people's love for their town, and the town's love for its people is what the Rosman Heritage...
Highway Historical Marker to be Dedicated in Rosman
The Transylvania Heritage Museum has received approval for a historical marker to be erected on U.S. 178 at Main Street in Rosman in front of the Rosman Town Hall. The application was submitted by the Museum early in 2013, and was granted approval this spring.
Joseph Silversteen came to Transylvania County and established the Toxaway Tanning Company in the town of Toxaway, now Rosman, in 1901. Silversteen chose the location because it lay near vast forest lands and on the headwaters of the French Broad River. This business venture was the first large...
Museum installs Exhibit in County Offices
On April 25th, the Exhibit Committee from the Transylvania Heritage Museum installed an exhibit in the County building on Morgan Street. 'Living Off The Land" was one of the two exhibits produced by the Transylvania Heritage Museum through a grant from the Transylvania Sesquicentennial Committee in 2011. The Exhibit is now on display in the hallway outside the Register of Deeds and the Tax Collectors Offices.
The idea for the installation...
The Secret Life of a Docent
Just walking up to the old house begins the visitors'step back in time. People who visit the Transylvania Heritage Museum are often interested in the age of the house, and then they begin sharing stories of their childhood memories. Once inside, the exhibits bring more memories. It may be an arrowhead found while gardening or plowing. Wow, evidence of people who lived here so long ago! Museum docents have heart-warming experiences every week.


How does Iridia become one of the fastest growing companies for 5 years running? A large part of it is our focus on client experiences. In order to deliver exceptional client experiences, we have developed and continue to refine our Ideal Client Journey. Vegas, as a city built around delivering an Ideal Client Journey to all its visitors, provides a perfect platform for inspiration and motivation.
The city of Vegas provides a spectrum of learning opportunities. We've highlighted some of our favourites for you.
Every January, the city of Las Vegas hosts the Consumer Electronics Show, one of the largest trade shows on the planet. With over 180,000 attendees and 2.4 million square feet of floor space, the conference takes place in 3 separate convention centers. For many companies, this is their primary platform for announcing new products and showcasing the greatest in consumer electronics technology.
An industry-only event, Iridia attends as a way to learn from the exhibitors and to identify any products that we may eventually look to retail ourselves. Exhibitors use a lot of ways to engage the attendees. For example, all you need is a valid license to take a BMW i3, m4 or i8 for a spin. Or, step into the massive Samsung booth and view hundreds of their products. If seeing is not enough, their demonstration models allow you to personally experience their products. You don't have to look far to see innovation.
Zappos is the largest online shoe retailer in America, with their headquarters in Downtown Las Vegas. Their focus on superior customer service makes them a prime learning opportunity. They have built a company culture that has boosted them to over $1 billion in sales, on top of being featured in Fortune's Top 100 Companies to Work For, for 6 years running.
From an open work environment, interest in employee well-being, and work flexibility, Zappos is one of the top companies to learn from. In an hour and a half, the Zappos headquarters tour provided us with an intimate overview of the company and how they operate, as well as unique ideas for our own office and employees.
Can't get to Vegas? Their CEO's book Delivering Happiness gives you a great taste on the company's culture.
From its beginnings in the early 20th century, Las Vegas has blossomed from being a haven for gamblers and illegal activity to a city that focuses on providing world-class entertainment experiences.
What is it about certain atmospheres that create a longing for more? We visited some of the best hotels, shows, and restaurants with a strong experiential element to learn. From breath-taking themes to top-notch service, these were just two of the businesses that kept us on the edge of our seats.
Rose.Rabbit.Lie was experiential dining at its finest. A meal was made vibrant by live music and dynamic entertainment. The restaurant itself moved and shifted throughout the night!
Caption: Part of Rose.Rabbit.Lie wasn't even a restaurant!
Cirque Du Soleil is a world-class circus for good reason. We went to see Zarkana and were not disappointed. Outside the theatre, every detail was purposefully designed to revolve around the show's theme. Once we got inside, the staff's guidance to our seats and the pre-show performances set up the circus mood, building anticipation for the show itself. The main event kept us intrigued and engaged. There was always something happening and virtually no downtime. From a live band, scenes switching on the fly, moving stages, and the performers seamlessly switching in and out, the experience, it was perfect.
A trip to Vegas may not seem like the most obvious catalyst for growth, but it has brought us excitement, inspiration and ideas. Whether it was CES 2016, the Zappos tour, a show or the city itself, each one of us took something special home with them from their time in Vegas.
Think about it this way, if going into a business was as fun and memorable as going to Vegas, wouldn't you want to go?
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