construed the statutory language in late and held that it did not take away the government's right to proceed against transferees by suit the district court below in this case held the opposite that the government is barred from proceeding by suit against the transferees here who are the former shareholders of head and co holding corporation the court held that were barred from proceeding against  and if it's just the automatic or secondary as any other state law liability as under any other state law that imposes former th circuit it firm and addressed this very same kind of action the action against taxpayers transfer use understates fraudulent transfer law and the court upheld debt and so really it wouldn't matter if the government can't collect if they're not transferring the government can't collect the taxes from them whether whether it proceeds under sort of the administrative process outside the procedures of section sixty nine dollars no one is really critical to its ability to collect taxes so the the district court sort of rejection of the rule of late has potentially broader implications it's not just in sort of the narrow made code path shelter cases in many cases the government doesn't even find out about doesn't find out that taxpayers transferred its assets to someone else government can do that fernon the stablish of the you know the time in which the government can do that and then the ten year period after assessment of the tax and in this case there is no question that and close if they did not liquidate within the twelve months they wouldn't qualify for three of them in any way but what i'm thinkin is by no way would they go through that  companies where the shareholders essentially wanted to cash out of the corporation but if they did that their the corporation would have a big tax bill because the assets appreciated and  the shareholders wanted to get more than really what the company was worth if the company paid the taxes like it like it should have so this is a fairly common situation  party twenty one years before this claim was filed twenty one years before they were sued because sarah has sold their stock because there is pay the capital gains taxes on the sale of stock and the new owners of acquired a company with enough money to pay its corporate tax liabilities but only twenty one years after the sale the department of justice brought the instant claim against sarah says during that twenty one year period because there is were never put the i r s never posed to assess the of another in any situation they've argued that exceptions to the clear language of the code the judge found the claim doesn't fit within any existing except time they entered into the transaction and it's certainly in the record that because there is had no opportunity to intervene in any of the proceedings against ten co to argue any defenses they are now for close from doing it that they it is a partnership case and it's kind of a red herring to everything we're doing today because partners pay the taxes of partnerships partnerships effect the taxes out to the partner and there's a whole body of case law about whether or not defenses the penalties are inside part inside the partnership or outside partnership defenses that certainly was an issue in calamity that could have been raised or potentially been raised that's not an avenue available to the sara says we have been sued under the under section sixty five or two of the internal revenue code and the georgia fraudulent transfer act to collect the taxes that were assessed against another we are we have no way to contest the underlying tax the government argues we are stopped and far as we're aware there is no case all that supports the argument that we can fight the underlying judge to there's two issues they're going to be late in the one that we address some brief that you just brought up late in the taxpayer is responsible as a shareholder under the california constitution in place at the time and that's one of the things that this has touched upon before when a taxpayer is liable as by operation of law the shareholder elating was liable by operation of law the shareholder and layton is also in charge of the corporation made the distribution government shall proceed in that fashion the courts have carved out exceptions and there are numerous exceptions but all those exceptions exist in a place where you either taxpayers are per se liable or as paul said liable by taxpayer gets to interject and be involved in these proceedings i mean this court in two thousand and six told the taxpayers that they cannot they cannot intervene in proceedings against the corporation because the government has to assess them and issue a proposed assessment against them then they get the right to fight they get the right to be involved at that point in time all of these other cases there are exceptions that have been carved out all exist in places where the taxpayer because these are all exceptions and take a position that the government can simply sue any shareholder at any time for the liability of the corporation throws sixty nine no one think that the law we don't think of a lot of the cases that are supported judge from the district court relied upon continental continental did look to the twenty eight legislative history and it put a firm line in place for the transfer of a transfer complaining has a picture of what it proposes somehow func got to us i don't know how we assume the picture is correct but we did not receive a distribution we sold a company which had cash in it we received funds from the purchasing from the purchasing from the buyers and purchased a transaction that concluded our involvement and we had no knowledge of what was going on with then we relied on the advice of counsel and entering into the transaction and it was only years later we found out that the government did not like this type of transaction and found it abusive and it was only twenty one years later we found out the government wanted us to pay the taxes of handcuffs and that's number one as judging her son pointed out we have alleged they knew the risk in fact with alleged but they do much more than that the complaint is detailed allegations that they they knew that as a result of the transaction that recall specifically if if there's any indication that my guess would be that it had been litigated below but but what didn't need to be decided  in the supreme court but i don't recall specifically but the but you know that's certainly that's an argument an issue that they would be able to to raise on remand and you know in terms that congress is reenacted that it therefore is presumed under supreme court precedent to have adopted that interpretation