are and whether there was a violation of the nine hundred fifty seven b c a by the defendants in this case specifically it's important to note that he and i need to note that the character of rule a former point in this case is not at issue we admit that he was the former business partner of tony rezko we admit he pled guilty to a crime in federal court but we state with certainty he's not at issue in this case this case appreciated after his dismissal the case went on and the court found that the remaining plaintiffs had standing to bring the case as errors of joseph and gertrude a true maroon and so it's important that we note that  is not here he's not part of this case and it's his children who have proper standing to bring the claims and they have gone back to the facts the facts which are not in dispute from the  was a special board meeting and at that special board meeting the board voted and approved the issuance of options to certain insiders subsequent to that meeting there would be financial statements prepared identifying that as well as notice to shareholders of a shareholder meeting and the issuance by the board of those options was specifically identified to the shareholders at the shareholder meeting there was discussion there was a motion a second and important to note joe maroon was no longer on the board of directors so removed maroon had been removed at that time subsequent to nine hundred eighty two the process changed dramatically how did the process change well the board would have a special meeting that special meeting the issuance of the options would be decided in voted on but instead of giving notice to shareholders what would take place would be the preparation of financial statements which  and our position is subsequent in one thousand nine hundred two the notice to shareholders contains nothing there was no notice it was a general notice of a meeting nothing more in contrast to the prior years which in specifically identified to the shareholders the board's issuance of these options and so as the jones case says sufficient notice is required in our case we have no notice no notice the defense realigned the fact that the financial statements attached to the notice to the shareholders of the meeting with sufficient notice if you look at the specific financial statements an example is a three sixty on if you have to turn to the notes and the notes the consolidate financial statements for example on a three sixty and no five stock options doesn't identify who they were issued to it doug gives no specific information just says stock options were issued that's not sufficient to put the shareholders i noticed over a hundred shareholders i notice it's yours but if you go to the meeting in this issue isn't discussed whatsoever it's not brought to a vote it's not discussed how can there be voted up so it never ever appears the defendants rely on a general ratification they say that they had general ratification of the board's actions in the prayer year is sufficient to approve the issuance of options general ratification and that's exactly what happened the shareholders had no knowledge and its fans take the position that while the tenor of the meetings that's a waiver they're there at the meeting but if they're at the meeting and this issuance of options is never discussed never voted on how could there be a waiver of something they have no knowledge of as the illinois business corporation act require that the purpose of the meeting be on the the only business corporation x it's only requires that the date time and place of the meeting be in the notice but when we go back to the nine hundred fifty seven p c a and the preemptive rights that the shareholders have which require to issue options as to insiders what else was civic knowledge to anyone and then realign in general ratification as there are so called approval of their conduct and weeks me contest depositions state that that can't be the case it can't be the case resolution of a property interest shares in a company without notice or knowledge is ok with a general ratification at a subsequent shareholder me shareholders at the meeting and it begs the question why from one nine hundred sixty to ninety two did they do the process right when they gave notice pacifically in a wider any advance of the issuance of the options presented to the shareholders for a vote be truly representative of the deceased or they were representing themselves they were going under their own island bases there i was their course of action and not were not acting in a representative there shooting on behalf of themselves but pursuant to the stock that they got as an error for the time period for which nine hundred eighty two to nine hundred ninety nine for which joseph and virtue were alive and owners of that stock for their silly in the capacity of an heir for the period of time for which joseph in good trued who are deceased cannot bring that action thank you s counsel explained this case involves the plaintiff's challenges to certain stock options that were awarded to key employees of apex investment associates in lieu of other compensation  granted thereafter and then he will shareholder meetings which were scheduled with with appropriate and proper notice under the b ca the shareholders ratified and approved the actions of the board of directors for the prior year which included the grant of the stock options at those shareholders meetings it should be noted it's not disputed the minutes of the of the board meetings were there anyone any of the shareholders could have reviewed them and see and what happened at the shareholder meetings and testified in fact about chelmer rule asking questions about all of this stuff and approving the stock options that various points in time as counsel said there's no there's no dispute about the facts in this case none of the facts are challenge there's absolutely no contrary evidence of any kind in fact the plaintiffs in their depositions admitted they don't have any personal knowledge of any of this they don't have any personal knowledge of what why now and how these things were approved why they were approved there is the undisputed facts established that there was proper and appropriate meetings and that was complied with in fact in the p c a for certain types of corporate actions there is a higher threshold of notice required if there's a special shareholders meeting it requires notice of the action that's to be giller annual shareholders meetings and did and so the fact that perhaps there was x were different notice that was given in the past doesn't make the notice that was given in this case inadequate  there was full compliance with the with the law the only case that they've really cited that discusses you know that a general ratification might not have been by officers to to approve guarantees on behalf of the corporation there's nothing like that here in fact in that case there was of events that the officers even recognized they might lose their jobs if the director found out what they did hear right to the contrary there was ample opportunity for shareholders to see that the options were approved they were minutes of the board meetings that were available to them these stock options were disclosed and financial statements that were disseminated there's there's no dispute about any of that so there's no after of concealment here and there was full compliance with the statutory requirements for notice matters involving a representative of the deceased or state there is no issue here involving the deceiving to state where the plaintiffs the rights to inherit their not proceeding in this case as a representative shareholders not their status as heirs or like a tease of the a stake in fact there is no dispute at all in this case concerning the ownership of theirs their case this case is simply a shareholder action and it only invokes a question of whether these stock options were properly a proof yes to the proper approval appellants are claiming that the options were issued without required two thirds provable in the meetings so any facts to justify that statement march or was in fact approved by at least two thirds it was the actions in every one of the shareholder votes was approved by well over two thirds of the shareholders  the votes were ninety percent and eighty five percent of the shareholders ratified the prior years actions of the board of directors and in approving the stock options they had all the information at their  ratified the actions of the board of directors by you know well over two thirds in every case we've laid out the exact percentages for each of the shareholder votes concerning the stock options but essentially in this case and it's the reason why we believe sanctions are appropriate in this case there's no good faith basis for their claims you have to basically assume in this case that there are different requirements for notices and then the b c a requires there's no case law that supports their position there's there's nothing that they've cited that says that a decision of these sort of discretion standard the way we read it is there's absolutely no evidence whatsoever here to support their claims there's no basis for them saying there was an adequate notice there's no basis for them to say that it wasn't approved by a proper percentage of shareholders in this case there is no evidence of you know when they cite cases talking about active concealment of what the directors that there's no evidence of that kind in the case in fact they admitted during that physicians in the case they had no knowledge really of what went on in this case and they continued to proceed with the case after all of the evidence clearly showed that testimony about him going through all of this stuff in detail and so there really was no basis for these claims they paid broad t r o proceedings without any basis they lost they continued to a preliminary injunction i'm hearing in bad faith only after everyone prepared for the preliminary injunction hearing did they just withdraw it but they still went on to proceed with their case it m depositions that some of their allegations were untrue for example that they didn't have access to financial statements until two thousand and nine when in fact they had access to financial statements earlier they also admitted that they had no evidence to contradict all of the what they now concede is undisputed evidence of how these stock options were approved and they can't point to anything in the b simply makes it in our mind a worse that the they sued for actions of took place when they weren't even shareholders in the company there were actually you know they inherited their shares from someone who actually approved these actions and then without any good faith basis when i had and pursue their claims after they were given all the corporate records to show that proper notices were sent had no knowledge of what it meant and we had no knowledge of what took place and nonetheless proceeded we believe in bad faith to file claims that they had no basis in law in fact and then their main argument  it's the first argument they make and there you know brief is that the evidence should be excluded of what took place simply be because their grandfather is no longer around to refute and they make that argument obviously under the dead man's act but the dead man zakk all the cases that interpret the dead man's act talk about it protecting fraudulent claims against the estate or protecting right peace or heirs in their inheritance and that's not an issue that's not an issue here no one is disputing that they inherited their shares of stock from their grandfather in them through their father this is this is a question where the bringing shareholder claims so for all those reasons we believe the the decision of the circuit court to grant summary judgment should be affirmed and the decision to deny sanction should be reverse incorrect the financial statements vet pointed out earlier i gave a reference the record of people does not specifically state women who they were issued to it gives no it's a very vague it's a great they talk about active concealment counsel brought that up the cornbelt case there's no active concealment our position is there's absolutely active concealment we have a process where special means of boards of directors are held we have a period of time many years where there's a process filed were all the shows get specific notice that options are being granted suddenly it's changed with no notice or opportunity for shows to know that the process has changed the board has the special meetings where they can shoot options the options then are not disclosed except in a footnote general replication is not sufficient to dilute somebody's property interest thank you thank you card will take the case under advisement