Monday, April 30, 2012

Unclaimed Property 101 Part 2 ("Where") - Jurisdiction - What State Makes the Rules?

Today, we are going to continue our break from the New Jersey gift card saga and take a step back to first principles by continuing our new feature to the blog:  "Unclaimed Property 101."  In these articles, we will provide a primer on the basic unclaimed property laws and policies that govern an unclaimed property holder's (or owner's) rights and responsibilities.  While this represents a departure from our gift card discourses, it is not entirely unrelated.  Indeed, most of the ink spilled for and against New Jersey's gift card legislation relates to the law's requirement that gift card sellers collect the purchaser's name and address (or at least zip code) information at the time of purchase.  Why does the law do that?  Good question.  Here's the answer:

In the beginning . . . .

In the beginning, there were no set rules for determining which state had the primary right to take custody of unclaimed property.  In many situations -- for example, an insurance policy held by a NY-incorporated life insurer, located in NY, for the benefit of a NY resident -- these priority rules did not matter.  However, where multiple states had some "contact" with the transaction, there raised the possibility of dual claims.  In 1948, in the case of Connecticut Mut. Life Ins. v. Moore, the Supreme Court of the United States was faced with the question of whether New York could enforce its abandoned property law to take custody of life insurance policies belonging to NY residents where the insurance company was not a NY corporation.  The nine insurance companies who challenged the NY abandoned property law in Connecticut Mutual argued, among other things, that only their respective states of incorporation, not New York, had the power to escheat any dormant insurance policies that they held.

The Supreme Court rejected this argument.  In so doing, however, the Court (temporarily) ducked the question of competing state claims for the same property, explaining that "[t]he problem of what another state than New York may do is not before us.  That question is not passed upon."  The question presented, the Court explained, was simply whether New York had the constitutional power to escheat the policies.  The Court concluded that it did.  As to the claims of other states or former NY residents who moved to other states, the Court "reserve[d] any conclusion as to New York's power in such situations."

1961:  Mantle and Maris Chase Babe Ruth, Pennsylvania Chases Money Orders

The Supreme Court was again faced with the issue of escheat jurisdiction in 1961, in the case of Western Union v. Pennsylvania.  In that case, Pennsylvania sought to take custody of unclaimed telegraphic money orders purchased from Western Union (then a New York corporation) by Pennsylvania residents, to be transmitted to recipients in other states.  For its part, Western Union made clear that it did not have any intention of keeping the property, but was concerned about other states (particularly New York) suing Western Union for the same funds.  As the Supreme Court noted, Western Union's concern was not merely theoretical:  "The claims of New York are particularly aggressive, not merely potential, but actual, active and persistent -- best shown by the fact that New York has already escheated part of the very funds originally claimed by Pennsylvania."  Recognizing this potential dual liability, the Supreme Court reaffirmed what can be construed as the first rule of unclaimed property jurisdiction:

RULE "ZERO":  A holder cannot be liable to more than one state for the same property.

Or, as put somewhat more eloquently by the Court:
 [Our cases] have recognized that when a state['s] jurisdiction purports to be based, as here, on the presence of property within the State, the holder of such property is deprived of due process of law if he is compelled to relinquish it without assurance that he will not be held liable again in another jurisdiction or in a suit brought by a claimant who is not bound by the first judgment.
Western Union, 368 U.S. at 75.

In this case, despite having been seemingly confronted with a direct dispute between two states (Pennsylvania and New York) concerning the property in question, the Court again temporarily sidestepped the issue.  In particular, the Court explained that it didn't then have to "attempt to decide the difficult legal questions presented when many different States claim power to escheat intangibles involved in transactions taking place in part in many States" because it was clear that the state courts of Pennsylvania could not force other states to participate in the escheat proceedings against Western Union.  Accordingly, the Court ruled in favor of Western Union, and put off the inter-state conflict for another day.

1965:  Another Day Arrives

The modern jurisdictional rules for resolving conflicts among the states concerning power to escheat unclaimed property were established by the Supreme Court in the 1965 case of Texas v. New Jersey. In that case, the State of Texas brought a case in the Supreme Court's original jurisdiction against New Jersey, Pennsylvania, and the Sun Oil Company to resolve which state had the primary right to escheat certain small debts owed by Sun Oil.  Florida also ultimately joined the litigation.  For its part, Sun Oil simply wanted to be protected from liability to multiple states from the same property (see Rule One above).  The Supreme Court explained the problem as follows:
With respect to tangible property . . . it has always been the unquestioned rule . . . that only the State in which the property is located may escheat.  But intangible property, such as a debt which a person is entitled to collect, is not physical matter which can be located on a map. The creditor may live in one State, the debtor in another, and matters may be further complicated if, as in the case before us, the debtor is a corporation which has connections with many States and each creditor is a person who may have had connections with several others and whose present address in unknown. Since the States separately are without constitutional power to provide a rule to settle this interstate controversy, and since there is no applicable federal statute, it becomes our responsibility, in the exercise of our original jurisdiction, to adopt a rule which will settle the question of which State will be allowed to escheat this intangible property. 
 Not surprisingly, each of the states involved asked the Supreme Court to adopt a different rule as to which state had the best right to escheat the funds.  The rules proposed were:
The "Texas Rule":  Escheat to the state with the most "significant contacts;"
The "New Jersey Rule":  Escheat to the holder's state of incorporation (which, in a total coincidence, just happened to be in New Jersey);
The "Pennsylvania Rule":  Escheat to the state of the holder's "principal office" (guess where that was?); and
The "Florida Rule": the state of the owner's last known address as shown on the holder's books and records.
 After considering each of these proposals, the Court concluded that the "Florida Rule" -- escheat to the state of the owner's last know address, as shown on the holder's books and records -- was preferable to the other proposals.  Specifically, the Court noted that the question of the holder's last known address was easier to apply than the other proposals.  Thus, the Court adopted:

RULE ONE:  In the first instance, unclaimed property gets reported and remitted to the state of the owner's last-known address, as shown on the holder's records.

The court also recognized that, in at least some instances, the holder would not know the last known address of the owner.  For that situation, the Court considered and adopted the "New Jersey" rule -- escheat to the holder's state of incorporation.  Thus, the Court adopted:

RULE TWO:  In situations where (a) the last-known address of the owner is unknown; or (b) the last-known address is in a state that does not provide for escheat of the property, the holder's state of corporate domicile (i.e., incorporation) has the right to escheat the property.

These two rules were reconsidered, and readopted by the Supreme Court some 25 years later in Delaware v. New York.  In that case, the property at issue consisted of securities distributions held by intermediary banks, brokers, and financial agents who cannot be located (or, in some cases, even identified).  In readopting the Texas v. New Jersey rules, the Court made clear that:

RULE THREE:  The secondary rule (escheat to the corporate domicile) also applies to situations where the identity (not just address) of the owner is unknown.

Those priority rules continue to this day.  The only exception to these jurisdictional rules is with regard to travelers' checks, money orders and other similar written instruments (not checks).  For those items, pursuant to a federal law, the rules are somewhat different:

RULE FOUR:  If the property is a travelers' check, money order, or similar written instrument (not a check, or third-party bank check), the property escheats, in the first instance, to the place of purchase of the item.

RULE FIVE:  If the property is a travelers' check, money order, or similar written instrument and the state of purchase is unknown, or the laws of the state of purchase "lack the power" to take custody of the funds, the item escheats to the holder's principal place of business.

So, there you have it.  Nearly seventy years of escheat jurisprudence boiled down to 6 rules (really, 4 if you don't issue travelers' checks and money orders).  Now, to tie that back to the beginning, these rules are why New Jersey wants to require gift card issuers to obtain zip code information for cards sold in New Jersey.  In the event that the card issuers do not collect owner name and address information, the priority rules (particularly Rule 3 above) dictate that the property will be escheated to the card issuers' state of incorporation (probably not New Jersey).  In the event that the issuer collects the owner's zip code information at the time of sale, New Jersey will argue that the zip code information (which, for NJ gift card sales is likely to be a NJ zip code) is sufficient to demonstrate that the owner's last known address is in New Jersey and that, accordingly, New Jersey has the primary right to escheat the property.  Which begs a question:  is zip code information enough to demonstrate the owner's last known address?

Alas, that is a question for another day.



 

Tuesday, April 24, 2012

MetLife Announces Multi-State Examination Settlement

Today, we break from one long-running unclaimed property story (the New Jersey gift card legislation) and return to another (the multi-state examination of life insurers' death benefit settlement practices).  MetLife issued a press release yesterday, announcing that it was adopting "new processes" to govern the handling of claims that do not arise "in the normal course of business."  Note: the reference to "normal course of business" refers to the fact the policies that were the subject of the examination were those wherein the insured died, but no claim was made on the policy.  See here for a primer.

In any event, the press release announces that as part of these new processes, MetLife will:
  • "periodic[ally] match . . . administrative records against available external sources such as the Social Security Death Master File";
     
  •  attempt to contact many of its older (over age 90) policyholders; and
  • implement a new online system to make it easier for beneficiaries to find policies.
While the press release does not break down the specific financial terms of settlements with state agencies, it does provide that MetLife is taking a  "$52 million post-tax charge representing a multi-state examination payment . . . as well as the expected acceleration of benefit payments to policyholders under the settlement."

Thursday, April 19, 2012

NJ Legislative Research Office: Gift Cards Worth $20-$25 Million Per Year to State

In connection with NJ Assembly Bill 1871, which would reverse the changes made in 2010 to New Jersey's unclaimed property laws, the New Jersey Office of Legislative Services released its Fiscal Estimate Report on the proposed legislation.  While the OLS itself declined to estimate the lost revenue impact on New Jersey that would be a consequence of undoing the gift card legislation, it did recount testimony from the Unclaimed Property Division last summer wherein the Division estimated that the state would collect "$20 million and $25 million per fiscal year from the escheatment of stored value cards."

The entire report can be found here.

Tuesday, April 17, 2012

An Introduction to Unclaimed Property - Part I (Who)

Welcome to a new feature that we will roll out over the next few weeks on this blog:  An Introduction to Unclaimed Property.  For regular unclaimed property professionals, this is just a refresher.  Really, these posts are intended for you if you are:
  • An accounting or finance professional who has just been told that you will be responsible for unclaimed property compliance;
  • An in-house counsel who is dealing with a legal/compliance issue relating to your company's unclaimed property responsibilities;
  • The unlucky recipient of an audit notice from a state or private third-party auditing firm;
  • A reporter looking for an unclaimed property primer; or
  • Someone simply interested in learning more about unclaimed property (in which case, we'd suggest you get a hobby).
As a general rule, "unclaimed property law" refers to a statutory regime in every state (plus the District of Columbia, Puerto Rico, the U.S. Virgin Islands, and a number of foreign jurisdictions) whereby certain dormant intangible property owned by an owner, but held by a holder, is reported and remitted to the government for safekeeping.  The government, in turn, indemnifies the holder from further claims by the owner, and holds the property (generally, forever) until such time as it is claimed by the rightful owner.  From the holder's perspective, there are generally five steps of compliance:
  1.   Determine what state's law applies to a particular owner's property.
  2.   Determine what the appropriate dormancy period for the item in question.
  3.   Try to contact the owner, to let them know that the property is in danger of going to the state.
  4.   Fill out an unclaimed property report for the applicable state.
  5.   Remit (e.g., turn over) the property to the applicable state.
While the foregoing covers the essence of what one needs to know about unclaimed property laws, this set of articles will expand on these issues in a little more detail.  

As with any good story, we want to start by covering the Who, What, Where, When, and Why of unclaimed property law, regulation, and compliance.  Please be advised, that as with all articles on this blog, this is not intended to be legal advice.  You can (and should) consult with the unclaimed property lawyer of your choice with any questions about your particular situation.  Let's start with the "Who" -- Who has an obligation to report unclaimed property?  Who is a "holder"? 

While the specific definitions and scope of state unclaimed property laws vary from state to state, nearly every unclaimed property law regime applies to a wide variety of companies, banks, brokers, joint ventures, sole proprietorships, etc.  For example, under the Ohio Act, a "holder" is "any person that has possession, custody, or control of moneys, rights to moneys, or other intangible property, or that is indebted to another."  Notably, such broad definitions of holder would seem to encompass almost everyone and anyone.  So, generally, if your company or business is holding property for another (and no state-specific exemption applies), you're a holder.

Similarly, who is an "owner"?  Basically, anyone to whom money or property is owed.  For example, as California law explains, "owner" means "a depositor in the case of a deposit, a beneficiary in case of a trust, or creditor, claimant, or payee in case of other choses in action, or any person having a legal or equitable interest in property subject to this chapter, or his or her legal representative."

In the next installment - tentatively scheduled for next week - we'll cover the "What" of unclaimed property:  What gets reported under the laws?  Checks, abandoned warehouses, stocks, old issues of Sports Illustrated, foreclosed properties, gold teeth?  (Preview:  yes, probably not, definitely, depends on where you find them, probably not, and maybe).  

Monday, April 16, 2012

An Update on the Kenyan Unclaimed Property Act

Last fall, we mentioned that Kenya was considering passing an unclaimed property law that was very similar in scope and application to unclaimed property laws in the United States.  That law was passed and went into effect on December 16, 2011.  A copy of it can be found here.  As a review of the law makes clear, the provisions of the Kenyan act appears to be very similar to those of the 1981 Uniform Unclaimed Property Act, only with a 2 year dormancy period for most property types.

Although the Kenyan Act just recently came into effect, its application could be significant.  According to a recent editorial in Business Daily Africa, commercial banks in Kenya are holding approximately 7.4 billion Kenyan Shillings ($88.8M US) in dormant assets. Like its U.S. counterpart, the Kenyan act requires holders to send written notice to apparent owners of unclaimed property, and requires annual reporting.  As the editorial makes clear, however, the Act is decidedly silent on what (if any) obligation the government has to notify apparent owners of unclaimed property, or even what happens to the funds collected by the government.

In other non-U.S. unclaimed property news, the Northern Mariana Islands passed its proposed unclaimed assets legislation.  The final act, which passed on February 6th, can be found here.  Also, according to an article in Benefits Canada, the draft budget of Ontario (Canada's) minority government announced its intent to establish an official provincial unclaimed property program

Friday, April 13, 2012

Lost & Found: PA Reporting Deadline, OK Trial Set to Begin, Philly Sheriff Settles (. . . and Cookies!)

Some snippets from this week that don't relate to New Jersey and gift cards:

Pennsylvania Reporting Deadline Coming - Most state unclaimed property reports are due in the fall, but there are a handful of "Spring" reporting states.  In this press release, Pennsylvania State Treasurer Rob McCord reminds holder's that Pennsylvania's report deadline is on April 15th.  Holders with questions or who need assistance in advance of the deadline can contact the Treasurer's Office.

Trial Set to Begin For Former Unclaimed Property Auditor - Last September, we mentioned 
the story of a former Oklahoma unclaimed property auditor who was charged with stealing unclaimed property from the state.  Now, according to The Oklahoman, the trial of the former auditor, LaTisha Reid, is scheduled to begin next Wednesday.

Philly Sheriff Settles With State  In early 2011, we mentioned an unclaimed property investigation of the Philadelphia Sheriff's Office concerning the mishandling of unclaimed property.  According to a press release from the Pennsylvania State Treasury, the Sheriff's office has turned over in excess of $23 million to the state, all of which will now be made available for claims.  According to the Treasurer, the state has "already processed 167 claims and returned nearly $409,000 to rightful owners."

Bonus Fact:  Thin Mints (TM) have been elected as Oklahoma's official favorite Girl Scout cookie.


Wednesday, April 11, 2012

New Jersey Issues (Misleading) "Real Story" on Gift Cards; Trade Group Counters With (Somewhat Misleading) Response

. . . and so it continues.  Those of you hoping for a relatively genteel, thoughtful and well balanced discourse concerning the relative merits and risks of New Jersey's 2010 gift card laws are sure to be disappointed.

When we last left the saga of New Jersey's 2010 gift card laws, three gift card retailers had pulled out of the state, citing an inability or unwillingness to ensure that it could comply with New Jersey's gift card rules.  For its part, the state responded with a press release wherein it purports to provide the "Real Story" with regard to the legislation, and provides some FAQs to address concerns.   Unfortunately, while the state purports to provide the "real story," the canned FAQs provided are quite misleading.  The primary problems with the state's press release fall into two main categories:

1.  Complete Silence on the Federal CARD Act -- In several places, the state's press release contends that "after two years of inactivity" (the state's dormancy period) the gift card issuers take gift card funds as "windfall profits."  In fact, in the FAQ section of the release, the state explicitly states that "[e]xcept in pro-consumer states like New Jersey, gift card issuers take unused consumer balances as windfall profits after two years."  Elsewhere in the release, the state suggests that in the absence of New Jersey's law, gift card issuers are entitled to charge "exorbitant" dormancy fees.

The problem with these statements is that they are generally not true.  In May of 2009, President Obama signed The Credit Card Accountability Responsibility and Disclosure Act of 2009 (the "CARD Act") into law.  Among other things, that law prohibits most gift card issuers from imposing an expiration date of less than five years on cards covered by the Act.  The Act also limits card issuers ability to impose dormancy fees and provides that no such fees can be charged during the first 12 months from issuance.  A copy of the law can be found here.  The Act applies to nearly all open-loop (useable anywhere), closed-loop (affiliated merchant) and store gift cards (single stores).  See Pub. Law 111-24 at Section 401-403.  Accordingly, as a matter of federal law, nearly all of the gift cards that are subject to the NJ act must be valid for no less than five years.  Thus, an argument can be made that consumers are actually more inconvenienced by New Jersey's attempt to reduce the period of inactivity by more than half.

2.  (Purposeful) Ambiguity on Consumers' Ability to Recover Funds From the State -- A much more significant problem with New Jersey's press release, is the implication express statement that "every penny the State holds in unused gift cards can be reclaimed by consumers -- forever."  Again, this is simply not true.  While the law permits card issuers to collect full name and address information at the time of purchase, it only requires card issuers to collect zip code information.  New Jersey explicitly states as much in the release:  "[i]n many cases, all that is required to be collected is the zip code."  While that fact is offered by the state to demonstrate that the information collection burden on card issuers is light, it also removes the foundation on which New Jersey's house of cards is based.  Specifically, if the issuer does not collect name and address information, the state does not have name and address information.  Without that information, quite obviously, the state can not consider or honor consumer reclaim requests.  Thus, that vast majority of escheated funds cannot and will not ever be reclaimed by consumers -- much less the "every penny" touted by the state.  While the state is posturing this law as a consumer protection issue, it is really just a revenue generating device.

In response to the press release, a trade group calling itself Gift Card Users Unite! has issued a press release in response to the State's "Real Story."  While most of the information in the press release (particularly about the CARD Act and New Jersey's utter failure to recognize the issuer's reasonable expectation of making some profit from gift card sales) is completely accurate, GCUU is likewise guilty of some *ahem* rhetorical excess.  Specifically, the GCUU press release goes out of its way to imply that the New Jersey law somehow prevents the sale of gift cards in New Jersey.  Specifically, the press release claims that "the result of [the law's zip code] requirement is that consumers will not be able to buy cards in thousands of New Jersey stores."  The GCUU's website is even more alarmist, asking consumers to "PROTECT YOUR RIGHT TO BUY GIFT CARDS!"

Sorry, GCUU.  The law, for all of its faults, does not do anything to prevent, restrict or eliminate gift card sales in New Jersey.  It does create procedural requirements that make issuers unwilling to change their systems and/or policies to comply with the law.  No doubt there is an administrative burden:  some issuers will choose to comply, some won't.  The law does not, however, do anything to limit or restrict the sales themselves.

Friday, April 6, 2012

Lost & Found: UPPO Events, Wisconsin Hits the Road, Missouri Shows Haul

UPPO Holder Seminar Coming in July -- For those of you in the Pacific Northwest, the Unclaimed Property Professionals' Organization will be holding a Holders' Seminar on July 16-17 in Seattle, Washington.  The Seminar will cover a variety of beginner and intermediate relating to unclaimed property reporting, audits, and legislative changes.  The agenda can be found here.  As we've mentioned several times, the UPPO is a fantastic resource for unclaimed property professionals.  If you are interested in learning more and can make it to Seattle, it will be well worth it.  If you just can't wait until July for your dose of UPPO-y goodness, they are sponsoring an April 30th webinar to provide "the State's Perspective" on unclaimed property.  More info can be found here.

Wisconsin Treasurer on Unclaimed Property Tour -- According to the Wisconsin State Treasury Blog (a must read for Badger State residents), Wisconsin State Treasurer Kurt Schuller will be going on "tour" across Wisconsin to publicize the state unclaimed property program.  Details can be found here.  (Also worth checking out on the blog is Treasurer Schuller's unclaimed property commercial).

Missouri Video Tour of Unclaimed Property Collections -- Missouri State Treasurer Clint Zweifel is no stranger to unique reunification efforts (or this website!).  Now, the Show-Me-State Treasurer posted a video tour of the items collected in this year's haul of safe deposit box collections.  From jewelry, baseball cards, memorabilia, to some more . . . (ahem) esoteric items. Go check it out.

Thursday, April 5, 2012

Breaking News (Updated): Second (and Third) Gift Card Retailer Leaves NJ

Coincidence or Exodus?  According to the Associated Press, a second company is pulling gift cards from New Jersey shelves in response to that state's unclaimed property requirements.  According to the article, Atlanta based InComm (which provides Visa, Macy's, iTunes and other gift cards to more than 2,500 retail locations) is leaving New Jersey at the end of June.  InComm, like AmEx before it, has cited compliance with New Jersey's unclaimed property law (which requires sellers to collect purchaser name and address information at the point of sale) as the reason for the withdrawal.

UPDATE (5:15pm):  According to an additional AP article, a third card seller, Blackhawk Network, has joined the exodus.

Tuesday, April 3, 2012

Gift Card Litigation Fallout -- AMEX Pulls Out of New Jersey

Earlier this year, the U.S. Court of Appeals for the Third Circuit ruled on New Jersey's 2010 legislation concerning stored value cards.  Though the appellate court ruled that certain parts of the law probably had to be struck down -- most notably the use of a so-called "transactional rule" at odds with Texas v. New Jersey, the court upheld what was colloquially referred to as the "Zip Code Requirement."  As you might imagine, that portion of the law required gift card sellers to collect purchaser and/or owner zip code information at the point of sale (presumably to avoid unused funds from escheating, if at all, to the state of the card issuer's domicile.

In connection with that litigation, some card issuers indicated that they would simply stop doing business in New Jersey if the new law was upheld.  At the time, it is unclear whether anyone took that to be a serious threat.  Yesterday, according to The Associated Press, American Express made good on its threat, pulling gift cards from third-party sellers like grocery stores, pharmacies, etc.  Among other things, AmEx contends that it can ensure compliance with New Jersey's law with regard to those items sold by third-parties.  According to the article, New Jersey residents will only be able to buy AmEx gift cards through the company.

For its part, the New Jersey Treasury Department denies that the legislation puts an unfair burden on issuers, and claims that it will not begin to enforce the Zip Code Requirement until it figures out how to do so in a manner "that is uniform and as least onerous as possible.”  No word on whether other issuers will follow AmEx's lead.

Monday, April 2, 2012

What California's Unclaimed Property Statistics Mean

Recently, the California State Controller's Office (the CA government entity responsible for administering that state's unclaimed property program) released a variety of charts and statistics relating to property returned by California to owners from 1997-98 to 2010-11.  While the amounts of cash returned, securities returned, and notices mailed to owners seem impressive (and frankly, are impressive), the huge uptick in each of these items doesn't tell the whole story: 

The huge uptick appears to begin in 2007.  As you may recall, in 2007, the California Unclaimed Property Department was shut down by a federal court for what the court determined was a violation of owners' due process rights by the state.  As a result of that injunction, the state passed new legislation that, among other things, required both the holder and the State to make attempts to notify the owner. In other words, while holders in California -- as elsewhere -- send due diligence notices to owners prior to remitting property to the State, California's revised law requires the State to make those efforts as well.  State due diligence notices are arguably more effective from holder notices for at least two reasons:

First, the State generally has access to more and better address databases in order to locate the owners of property.  While the holder generally has only its own records, the state has that information as well as numerous public databases such as drivers' license records, franchise tax reports, personal income tax reports and the like.  The sheer number of contacts between the owner and the state make it more likely that (at least one) state agency will have the right address. 

Second, and more practically, an owner is just more likely to open a letter from the state than from a private company.  Many individuals are inundated with mail from the firms with which they do business in the form of advertising, rebates, promotional material, privacy notices, monthly statements, general correspondence, and product or service offers.  Especially in light of the prevalence of online and electronic bill payment, some people probably don't even open mail from their bank or broker.

Ultimately, what California's statistics seem to show is that state due diligence letters work.  Accordingly, while several states are working hard to increase the scope of property they take and the speed with which they take it (all in the name of protecting owners), there is more they can do if the real goal is to reunite money with its rightful owners.