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Quote: WeWork’s board said that it “regrets the fact that SoftBank continues to put its own interests ahead of those of WeWork’s minority stockholders.”

Of course they’re going do to that, it’s called fiduciary duty to their own stakeholders! Such diligence is something WeWork’s board seemed to casually overlook for far too long.

At this point why would SoftBank buy WeWork shares that are in all likelihood worth little or perhaps even worthless. They’re deciding to cut their losses and move on.

If I sign a contact to buy a house it still has contingency clauses. If 2 days before closing the house burns to the ground I can walk away. Obviously I don’t want to buy a burning pile of rubble. SoftBank is walking away from buying a burning house and that makes complete sense.

Quoting from Matt Levine:

> That is a good little window into mergers-and-acquisitions lawyering. SoftBank’s agreement with WeWork isn’t public, but presumably it says something like “SoftBank can cancel the tender if there are any material government restrictions on WeWork’s business,” but it doesn’t say something like “SoftBank can cancel the tender if lots of customers cancel their WeWork memberships.” The very rough general rule in mergers and acquisitions is that if business conditions get worse, that’s the acquirer’s risk, but if there is some legal problem with the business then that’s the seller’s risk.

Emphasis mine

There are quite a few of those M&A contracts that contain clauses against the business conditions getting worse outside certain bands and some that allow withdrawal for exactly that: changing market conditions. Without the text of the contract there isn't much to say about any of this.
From the article:

> the co-working company and SoftBank agreed to a set of performance milestones that WeWork agreed to meet in exchange for the secondary liquidity. Such terms are customary in most financial transactions... SoftBank in its statement last week said that WeWork failed to meet a number of those performance requirements, and said that it was within its rights under the tender offer contract to walk away from the deal.

That's true but they may be able to cancel the contract based on a force majeure clause because of the global pandemic.
As Frere Jacques notes, it is almost pointless to speculate without the actual contract in hand.

For instance, large events often have cancellation insurance, but they have found that the terms are much narrower than they expected when they signed the insurance contract.

> but it doesn’t say something like “SoftBank can cancel the tender if lots of customers cancel their WeWork memberships.”

There's a squishy clause called a "material adverse effect" clause that exists in many corporate contracts, and often has precious little specificity/definition. If I had to guess (as a former lawyer), I'd speculate that an MAE clause is at least part of the justification for SoftBank's pullout.

> it’s called fiduciary duty to their own stakeholders

SoftBank has a fiduciary obligation to its shareholders. (Note: not all stakeholders. It has a duty to them. But it's not a fiduciary one.)

It also has a fiduciary obligation to WeWork shareholders, by virtue of its Board seat.

This case is, in summary, about how those duties conflict.

True although that scenario is hardly uncommon.

Lots of investors have board seats and there are decisions (like if to invest in the next round) where the desire of the board (get more money for a new round) may conflict with the desires of investors that have seats in the board (we think the company has run its course and don’t want to put more money in).

Like any VC SoftBank likely has lots of internal walls and controls to keep those decisions separate. Just because a VC has a board seat doesn’t tie them into perpetually funding every need of the company.

Regardless the case here seems to rely on the breach of conditions and WeWork seems to have offered little evidence that these breaches did in fact not occur. If they failed to meet the conditions SoftBank can walk away.

In this case SoftBank could recuse its board members from any discussion of this matter, which would sidestep the problem. The SoftBank board's duty to SoftBank investors is much more important than any loss of control in WeWork that would stem from recusing itself.
Conflict-of-interest is a human-invented notion that is rooted in the idea that the world is black and white, and it must be one or the other. That isn't the nature of how the rest of the universe operates.

All that is needed is a weighting factor between the two loss functions (in this case, obligations) to deal with cases like this, and to make the policy (in this case, term sheet) continuous and differentiable as well.

Conflict-of-interest is not rooted in the idea that the world is black-and-white.

It's the opposite. It's rooted in the idea that the world is shades of gray, and so the conflict-of-interest rules try to (a) eliminate situations where you would have to choose between conflicting sides, or (b) get permission from both sides to remain after advising them of the conflict.

Trying to turn this into some silly algorithmic calculation is a fundamental misunderstanding of what conflict of interest is or even that most conflicts are not objectively valuable terms that can be resolved numerically.

> Conflict-of-interest is a human-invented notion

That doesn't seem like a particular relevant critique here; it's not like naturally occurring corporate boards or some universal law of fiduciary duty are things we've observed outside of humanity. Why shouldn't human-invented heuristics apply to situations that as far as we know only occur in human interactions?

>Conflict-of-interest is a human-invented notion

Literally every legal concept is a human-invented notion.

Sure, but to me, ALL human-invented notions are subject to interpretation and change over the times.

We had kingdoms, slaves, and eye-for-eye punishment before and we largely don't have those concepts today in the developed world.

The same is true for conflict-of-interest, fiduciary duty, and today's version of capitalism.

If I had said "we don't need slaves" 400 years ago, I would have been downvoted like crazy. And here I am, saying conflict-of-interest and fiduciary duty will be antiquated ideas, and I'm being downvoted here today. Let's have an open mind about the future, shall we? I'd rather in a community like this we put everything we blindly assume today on the table with an open mind and discuss how we can change or improve the system.

On a related note, AlphaGo is able to play against itself using a single CPU/GPU, and it gets better by doing so. Why can't a human play against itself and get better as well? Are we brainwashing ourselves into thinking we are unable to do that, and so we are not trying?

If I had said "we don't need slaves" 400 years ago, I would have been downvoted like crazy.

European countries began banning the slave trade in the 1400s...

And here I am, saying conflict-of-interest and fiduciary duty will be antiquated ideas, and I'm being downvoted here today

The first will never be an antiquated idea as long as conflicting interests exist. Conflicting interests don't need to be hostile to each other, they just need to be conflicting in the sense that their interests do not align. As I stated earlier, conflict-of-interest rules merely act to either prevent the conflict or require both sides to knowingly waive the conflict in their shared agent.

Fiduciary duty governs the heart of professional workers. It binds lawyers, accountants, etc., to the interests of their clients. This concept will continue to exist as long as their are professions and as long as professionals can have multiple clients.

If you play games against yourself you will get better. No mystery playing vs others exposes new game plays.

Morals change with time.

> Why can't a human play against itself and get better as well?

You can, it's called practicing. You are just limited by your resources and imagination. Playing with or against others accelerates your improvement curve.

> All that is needed is a weighting factor between the two loss functions

Assuming this is sarcasm. If not, it’s an employment guarantee for litigators.

The ligitators can check to see if the loss function was evaluated correctly to within some sigma, and the ligitators can be robotic as well, in a couple decades from now. Most of what lawyers do is apply patterns they know from before for $900/hr, and that's exactly what machine learning is good at.

SoftBank is all about AI and I actually don't think AI lawyers would be a bad thing; it would be nice if they futurized their own corporate and investment structure by design instead of following today's defaults, including "fiduciary duty" in an absolute sense, which I think is an antiquated concept for a society 100 years from now.

SoftBank has the power to redesign concepts such as boards, shares, equity from the ground up, and they should be doing experiments with those ideas.

Has anyone estimated how many months WeWork has until it collapses?
Anecdotally wework had a two month deposit from my former company which they are refusing to refund - my guess is 4 weeks until the civil suits start stacking up, 6 weeks until the executives bail out in Golden parachutes to cushy FANNG positions, and 8 weeks until low level employees are left holding the bag.
Is this informed by any data or facts whatsoever?

Last time I checked, WeWork was a going concern with 600,000 customers more or less happy with their service. What would tank them? Are their lease obligations too large and can't be renegotiated?

This entire thing is blown so far out of proportion. Like Tesla, it seems like a company that mostly makes products people like, whose equity is extremely hard to value. Maybe WeWork is worth $40 billion, maybe it's more like Regus and worth $4. This only affects you if you're a shareholder. As a WeWork customer, I absolutely couldn't care less about any of this nonsense.

I'm reminded of a classic finance quote: "If I owe you $100, I have a problem. If I owe you $100 million, you have a problem." This summarizes the dynamic between WeWork and its landlords right now.

"WeWork was a going concern with 600,000 customers more or less happy with their service."

This may have been true in December 2019, but with a global patchwork "stay at home" regulations in place, I suspect co-work spaces (especially of the open floor plan variety) are devoid of paying customers. That presumes they're even allowed to be open right now.

I don't remember offhand what the average WeWork customer generates in revenue or if the bulk of those customers are month-to-month vs. mid- to long-term contracts. If the former I don't see why those customers would continue to pay for space and services they don't have the ability to use.

They were basically insolvent when the extra Softbank cash failed and the IPO failed. And that was before COVID-19.

But you make a good point: They owe so much in leases they have huge negotiating power, and with COVID-19 they probably have even more since nobody's renting space right now.

Having a lease is not the same as “owing the bank money” to go with the loan analogy. Yes it’s painful for landlords but the landlords have options. If they kicked WeWork out they’re not just out the money in the way a bank is if a borrower defaults. There’s some short term pain but if WeWork has long leases at some point it benefits the landlords to just kick them out and move on.
Landlords have mortgages to pay. Bondholders hold those notes. There is very little slack in the system for this scale of default.
Some landlords have mortgages to pay.

How many WW properties are still owned by Adam Neumann?

This whole thing frustrates me so much. It's like people are just spouting off random opinions not substantiated by any data or real-world experience...at all.

I just looked it up. WeWork has 848 locations globally. These locations aren't in houses...they're in gargantuan, tall office buildings, worth tens/hundreds of millions of dollars each. If Adam Neumann is a billionaire, AND if he has most of his wealth in commercial real estate (I'm sure he doesn't), he might own...5-10 of these. The rest are owned by REITs like Simon Property Group, Thor Equities, CB Richard Ellis (CBRE), Jones Lang LaSalle (JLL), and others.

I think you’re missing the point. There was a huge controversy a while back where it appeared as though Adam Neumann was fleecing the company - personally trademarking the “We” brand and selling it back to the company, buying up certain office space and leasing it back to WeWork.
Yes it is. It is exactly the same thing. A landlord is an unsecured creditor just like a lender with a loan that isn't backed by pledged collateral. In general, any unsecured creditor, whether bank, landlord, etc can sue or take other legal action to recover what they're owed. Though they might not win.

What the common discourse around this situation misses is how the landlords are very much on the hook if WeWork blows up. Especially given the broader economic contraction, there is no scenario where the landlords will force WeWork into destruction/non-operation. WeWork might file for chapter 11 bankruptcy and there's going to be some losses, but the odds of this business simply saying, sorry guys, we're closed, pack up your shit and go home, are effectively zero.

If you have some time, read a few books about how huge debt crises get resolved. It's fascinating. My friend Drew is a huge "bankruptcy geek" and eats this shit up.

A good starter book: "This Time It's Different", often referred to as "Rheinhart and Rogoff" by the authors names. https://www.amazon.com/This-Time-Different-Centuries-Financi... - great overview of how many nation-state debt crises got resolved. In general, most parties end up taking a haircut (not a total loss) and everyone gets on with their life.

Sears and Radio Shack are interesting cases from the corporate (not government) world. There are entire specialist law firms and financing companies that deal just with distressed debt.

What's crazy to me is how much this stuff repeats. Argentina has been a basket case almost nonstop for the last 20 years and yet, people still lend to them. Why anyone would continue to do this over and over befuddles, but just goes to show how crazy things can be.

My understanding is that WeWork's customers are on short term, easily cancelled leases, while WeWork's own leases are long term. In a downturn for office space, that is a recipe for disaster, and it's not like WeWork was particularly stable before the current crisis.

As opposed to Tesla, WeWork's product is fairly fungible, so if general price levels for office space collapse, they don't have much of a moat to lock in customers.

The fact they're suing does imply that there were not contingency clauses. Otherwise, why piss off your largest investor/shareholder/backer?
The "pissing off Softbank" horse has left the barn. Now WeWork is just trying to extract as much unburned rubber from its tire fire as it can.
To extract any rubber at all, they will need to win. Given they have a binding agreement with Softbank (per the article), and they are willing to call in the lawyers, they must think they have a case...
Not a good analogy. The house already pretty much burned down before SoftBank agreed to (second) round of investment.
No it had not.

I am a long way away but from what I can ell from he news I follow it has a good core business. It was run by a crook, who still has his hooks in, but the real estate business was sound.

Until all the income from short term leases evaporates due to curfews and the long term leases they pay keep ticking....

Literally the entire real estate industry thought WeWork would go bankrupt in the first downturn, due to the focus on short-term leases and the mismatch with WeWork's underlying long-term leases.

Well, here we are.

You might try finding more diverse news sources. Even comments on HN pointed out this particular issue.

It is a good core business. The press is just trying to spin this into some big exciting story as they are wont to do, this time playing up the "How the mighty fall" and "David v Goliath" angle.

I am a paying wework customer as well as a person who owns commercial real estate. There's not much to see here. Some investors paid too much. Let's all let them take their losses and move on. I'm tired of hearing every tech-hating, New York Times-reading, "in the know" person having some huge opinion on this.

> If 2 days before closing the house burns to the ground I can walk away.

The seller would be in default rather than you having a contingency. I'm sure there's plenty of case law in every jurisdiction covering this scenario.

Maybe SoftBank had no intention of buying out WeWork and were just using it as some sort of ploy to dig deeper into their books, etc.

I read that Wework had $4B in the bank at the beginning of the year. Also they are actively trying to reduce their own rent up to 30% from their landlords. And at the same time Wework gives up to 50% discount to its own large tenants, so they can stay during this hard time. No idea how long it can operate like that. If Wework had to crash, I am concerned for the whole US commercial real-estate. Wework is renting so many square feet, that it could be a tsunami of empty offices. Hopefully, current final tenants could work something with the landlords to stay. Either Softbank is trying to get a better deal... or they already know that it is not salvageable anymore.
I tried to do some back of the napkin math.

- According to their financial reports, they burned through $1.4B in Q4 and they ended 2019 with $4.4B in "cash and commitments".

- The $4.4B number is comprised of $1.3B in cash, $2.2B in LOCs from SoftBank that they can draw against, $800M in Restricted Capital, and $100M in money owed to it by another company from a joint venture.

- Given their burn rate, it's likely that they're actually out of actual cash now and can probably survive for another 4-5 months by drawing down their LOCs.

- However, that assumes revenues remain constant, which they're not - tenants are canceling due to both Covid-19 as well as concerns about WeWork's financial viability.

Realistically, they have until maybe the end of June?

> WeWork is renting so many square feet

WeWork is big. CRE is huge. WeWork is not even among the top ten largest lessees in America.

Source for that? I’d be curious what the top ten are.
Offhand...Walgreens? CVS? Wells Fargo? Chase Bank? Just look around you, much of the Fortune 500 is in mass consumer retail, and they tend to rent rather than own.
Ah fair, I was assuming office space but obviously “commercial” means a lot more than that. It seems worth diving office and retail markets though, I can’t imagine there’s much overlap.
Their revenue should shrink by massive margins, as a start all temp rental agreements month to month are gone. Did they even have 50% long term rental? Their main hope is survive until this goes away, then wait for step 2, startups and entrepreneurs need their space, in bulk. Those are not happening for many months in total.
> Wework is renting so many square feet, that it could be a tsunami of empty offices.

Wework has a dozen locations in San Francisco. If that's a tsunami of office space, then the commercial real-estate market in the tech city of the US is much smaller than I thought.

A big chunk of their intensifying crisis will be the drying up of whatever income they still had. Short term rentals are great for the renters: easy to say "stop now", and that's exactly what this COVID-19 crisis has done for many companies. If they were using WeWork before they are now using it less or not at all.
From a previous piece also by techcrunch https://techcrunch.com/2020/04/02/softbank-terminates-3bn-te...

WeWork’s handling of the coronavirus crisis has also caused some rifts with its membership, with press reports of members angry at it for refusing refunds for spaces they can’t (in good conscience) use. It has also faced criticism from members angry it’s prioritizing rent collection from now very cash-strapped small businesses rather than closing down during a public health crisis.

Not surprising, was wondering how SoftBank seemingly walked away so easily.

If you are Softbank do you use this Covid crisis to back WeWork in to a corner even if their suit is legitimate as they might run out of cash before it reaches the courts?

From what I understood SoftBank already owns a majority of WeWork so how does the company they own, suing them work?

They own minority of voting shares and control minority of the board. Since Adam’s shares are still his he has the control.
The thing you want to read about here is "material adverse change". Look it up. It's a contractual clause common in M&A that lets the buyer back out if something "bad" happens.

A textbook MAC would be, I'm buying a house and the house burns down. The core of this litigation is sure to be whether whatever has happened with wework is in scope for the MAC clause in their loan/M&A docs, or not.

No matter what's in the contract, I'm pretty sure it just comes down to Sun saying "You want the money? Sue me. Good luck, you'll never see it."
There is still a fiduciary duty to the minority shareholders by the majority shareholder
No, but there's a fiduciary duty of the management (even if installed by the majority shareholder) to the minority shareholders.

It's a fine distinction, especially when those roles are often exercised by an overlapping set of individual people, but it's the management as a collective agent of the shareholders that owes a fiduciary duty to all, including minority, shareholders. Shareholders, as such, do not owe each other or the firm a fiduciary duty.

Pure opinion:

On the one hand, they're a real estate company masquerading as a tech company (and getting the funding and valuation unicorns would hope for), and with Coronavirus they have a serious cashflow problem.

On the other hand, there will be a burst of people (re)starting small businesses and wanting space on a flexible basis in a few months time...

Which will - at best - still be much smaller than previous occupancy levels.

And those levels were barely enough to keep WW solvent, never mind profitable.

The only thing that might save WW would be an absolutely unprecedented boom in this sector. And that's really, really unlikely in the short term, and only slightly more likely - i.e. still not very - in the medium term.

And in the meantime, if WW dies there will be knock-on effects for office real estate in general, all the way up the food chain.

> On the other hand, there will be a burst of people (re)starting small businesses and wanting space on a flexible basis in a few months time...

I very much disagree. While the shelter-at-home, extreme social distancing regulations may relax, I'm guessing there will be a large percentage of people who will not want to be packed in, in a shared working environment, for at least a year.

I don't think everyone will leave, but business will be way down, and WeWork was marginal in the best of times. It is 100%, completely dead. The only question is how long it will be able to go along in "zombie" status given existing capital and US govt loans.

The market doesn't demand that a monolithic entity like WeWork exist in order for co-working spaces to exist.

Read up on WeWork's history and what happened with the Vision Fund investment. The only reason there are so many WeWorks is because they were given so much money that they didn't know what to do with it. And look what happened to that investment.

I don't think we will ever know the full tide of BS that was the WeWork/vision fund relationship. It suits both sides to not be forthcoming.

That said, I know people who use multiple WeWork locations in the same city depending on where they are for client meetings. Plus many other similar office space companies were not as flexible as WeWork (rent an office, it has to have walls, no you can't just get one desk in an open area). And some people really like the "atmosphere".

So who knows?

Personally, I think the reason we have a market is to get these decisions right. I'm aware my own views on the subject represent about 0.000000001% of humanity. So I may dislike WeWork but that doesn't mean they won't double in size and show a huge profit. Or I may love them but that doesn't mean its not a giant ponzi scheme.

Its important I do not to get attached to my own opinions as they're so often wrong :D

Again, just more random musings from me.

Thumbs up to Softbank for dodging a bullet! What a timing!

I bet they are smiling ear to ear - could have been one hell of a blow for them - buying quickly deflating unicorn startup sitting on a bunch of depreciating assets.

Wow, that won't bode well with the other investors I imagine. At some point in the near future, other players or current investors will have to either pump more cash into this investment or let it go bust. damn, what a story though. rapid growth to rapid decline.
I wonder after the mess of WeWork plays out:

Who buys all those buildings / assets?

There have to be some pretty good deals out there considering a collapse of WeWork / fire sale and the economy for someone who can manage some these assets.

How many buildings do they actually own outright given that most of their offices are long term leases?

The buildings that they do own are surely heavily mortgaged, which means that the lender will attempt to foreclose on it if payments are not made. WeWork itself could try to preemptively unload it. There's standard processes for properties with trust deeds attached to them.

Litigation is expensive, but I doubt it's going to cost SoftBank anywhere near $3B (unless they lose, which they probably won't).
SoftBank just has to wait for WeWork to exhaust its cash reserves. It's clear SoftBank will take whatever steps are necessary for the deal to close and them light another $3B on fire.

From a paywall FT article [1] quoted in Matt Levin's piece ("WeWon't") on this:

> "Thousands of WeWork tenants have refused to pay rent or sought to terminate their leases over the past month, heaping pressure on the lossmaking group as its occupancy level and cash pile dwindles"

[1] https://www.ft.com/content/78dbfb03-f47d-41f3-9bf6-6696e5ef6...

Ran through some numbers from their S1's and Harvard Business School's anaylsis. By mid Q3 they'll be out of cash at their current burn with no new money, given their 2020 obligations.
I'm just really sad for all the people who worked really hard building the company (regardless of what stupid things the founder did) and are watching it all burn down in real-time.
I understand that the initial funding was provided through the vision fund, and second round funding through the vision fund was shot down by vision fund members. As as a result, the second round funding was going to be provided by Softbank themselves...

Is this news about that second round funding by Softbank?

I understand Softbank is walking away from the deal. Does that mean they didn't put in any money yet? How much are they losing from this deal?
SoftBank is only walking away from buying out the founders and early employees that got the company in this mess. They continue to invest and extend credit to the company itself.
Good timing, people have lots of spare attention and the supply chains for salt, butter and corn can probably be expected to bear it.
SoftBank should hold out until WeWork crumbles under the weight of their terrible business model and the current crisis, then purchase their real estate assets for pennies on the dollar.
That was always a possible strategy for SoftBank. The agreement to additional investment was reached, presumably, so that SoftBank would be able to save face regarding it’s first investment; otherwise it would need to admit its loss.
WeWork has an existential issue in that the entire workforce will emerge from this with at least 2 months of remote work experience. Many, many employers and individuals will realize that remote is OK, and in fact has a ton of benefits.
I dunno, I feel like this could swing either way. I'm a remote worker and I work out of a coworking space. If more people go remote, demand for coworking space could also increase.
I'd agree with this take. I think some number of people will realize they don't like needing to go to the office every day but also can't feasibly work from inside their own house (kids, dogs, spotty wifi, loud neighbors, etc).
I don’t know why you’re getting downvoted. While I do not think this is the main source of risk (their insane burn, and losing N weeks of income from tenants who cancel are much more concerning) there is a very real possibility that many companies who were resistant to allowing work-from-home are now more comfortable with the idea and could consider it as an option to when they outgrow any office space in future.
Your forgetting the obvious overcorrection against remote once it's "safe" everyone who felt they lost control is going to be way worse. Others who are smart will be better. Also you're assuming there aren't a lot of terrible employees taking advantage as well.

There are a lot of terrible managers and terrible employees ruining things for everyone else.

I really hope WeWork wins this one. The world of "investing" needs to chill a little and see a few outrageously exuberant bulls absolutely destroyed before we go from a big bubble to a massive bubble, and then to a massive crash.

But then again Masa was already possibly the worst investor in the history of humanity, even before the Vision Fund, so who will take note this time? If he lives through the next 20 years he'll probably run yet another, equally idiotic fund.

They were funded based on the bubble, I don't see why the bubble collapsing wouldn't see them crash.
I just mean I'm cheering for this lawsuit. Every money taken away from stupid "VC" is a win for the future peace of the economy. And obviously it has a very magnified effect - most exuberant people only want to buy at some kind of "all time high". I.e. taking away $1 from Masa will reduce the "dumb money pool" by many times that dollar.
That would work if it ended in pockets where it can do some good. Having it end up with WeWork is the same as tossing it into an outdoor furnace.
Oh sweet summer child. The Fed has been cranking $1M / second of brand new money for the past 2 weeks... Can't blame you for not seeing just how fucked up the financial system is and how little this WeWork money actually means.
It should be possible to make your point without gratuitous insults. Especially when you're wrong, then it makes you even more of a dick. Thank you. FWIW you are off-topic.
My point is there's no point in making "good use" of this money against the backdrop of what's currently happening. It's a symbol, at best.
Of course there is. The backdrop is like the weather. In the meantime you could fund a lot of start-ups from that money. Now, arguably, SoftBanks' history is less than stellar but still, the chances of them doing something good with that cash strongly outweigh the chances of WeWork doing something good with that cash.

That still leaves your point about the rest of the trillions that have been printed but that is another topic entirely and can be addressed on its own, and likely in a different thread.

Every cycle, since the invention of money, it's the same thing over and over again - not understanding that it's the demand (investors) that causes problems, not the supply (investments). Demand creates supply. Supply does not create demand. It's like blaming oil wells or oil companies for global warming, instead of the people that buy and burn oil (aka everyone). That is what I meant by "don't expect you to understand", because it seems people never do.
> That is what I meant by "don't expect you to understand", because it seems people never do.

When that feeling hits you repeatedly maybe the problem is on your end. For instance, when you use supply and demand in the opposite way of what 'normal' people do then you are asking for not being understood.