stake is whether the plaintiffs can recover plaintiff's established personal jurisdiction over tie schon the defendant responsible for more than ninety seven percent of the drywall at issue here and most plaintiffs have actually settled and released their claims and are being paid what is at stake here are important legal questions about choice of law in corporate law that have application far beyond this case  like to highlight two of them st the district court legally erred by not applying chinese corporate law and that error resolves this entire appeal it is quite clear that florida virginia  louisiana all resolved corporate law questions under the lawful place of incorporation and it is undisputed that each defendant is incorporated in china so for plaintiffs to impute corporate contacts under chinese law they bear a particularly heavy burden they have to show abuse of the corporate form to evade debts but plaintiffs themselves said that they didn't meet this standard and they didn't have to this is and are always six and thirty one they said that below in the district court specifically found that there was no fraud when it rejected alter ego under both florida and virginia law that's in the record at five  eighteen of the blue brief these laws can't all be the same as chinese law they lead to different outcomes from one another and you urge that to the court not at all your honor and i want to be absolutely clear about this we made an argument in the alternative we said this is what the law is and we win under that but if it's something different we win under that too we didn't say the laws were the same think about it in terms of a constitutional challenge a litigant can say the relevant standard is strict scrutiny but even if you think it's intermediate scrutiny we win and no one would think that litigant is saying that strict scrutiny and intermediate scrutiny are the same that you argue that the result would be the sign well that's right we argued that we would win under any articulation of the standard and the district court disagreed with that what the district court ended up doing was reaching different results under the different laws and under those circumstances there certainly isn't a false conflict if you look at chinese law again plaintiffs never even argued that they could meet the heavy burden of showing abuse of the corporate form to evade debts the nd major point i wanted to make and this relates to the nd category of legal error relates to corporate law even if the different foreign laws applied the district courts own findings two of them in particular make clear that none of the for louisiana law argument louisiana alter ego law requires fraud or deceit now remember that plaintiffs didn't actually even argue we see and alter ego law here the district court found  district court finds that tie shon is and this is a direct quote successful and autonomous but that wasn't just a passing remark the district court went on to elaborate numerous ways in which this is true it pointed out that tai shan is highly profitable that it isn't under capitalized that it complies with chinese corporate acquirements that it's responsible for its own debts and liabilities and on and on and on and that conclusi ely resolves florida law where the standard is that the parent has to control the subsidiaries day to day operations so tightly that the subsidiary has no independent interests clearly a successful and autonomous company has independent interests now in addition to those two critical findings there is a missing finding to florida and virginia agency require mutual assent that the agent will act on behalf of the principle but plaintiffs and the court ignored this element entirely there was a literally no argument  the plaintiffs that tie sean was acting on behalf of b m b m when it was taking the actions that are at issue in this litigation and so with that that's an independent basis on which both florida and virginia agency law cannot be satisfied here and we're not satisfied i'd like to circle back around to the chinese law question because for the reasons i indicated at the outset we really do think that's where this appeal starts an ems plaintiffs have never articulated at least not in their briefing here what they think the chinese law standard is they've also never actually argued that they prevail under any articulation of that their sort of a vague assertion that chinese law looks to control and that that's an off but if you look at the sources that were at issue in the record here it's quite clear which chinese law requires intentional abuse of the corporate form to evade debts that's clear from the text of article twenty of the company law we also have the legislative history from the legislative affairs committee of the chinese congress that's at thirty thousand three hundred and seventy one and indeed there were experts on both sides that verified that that's true there is the declaration dan the declaration by clarke and the declaration by lee you well i knew that plaintiff submitted each of those experts confirmed that the standard relates to intentional abuse of the corporate form or  and put it in this is a quote at thirty thousand three hundred and nineteen that the corporate form has been intentionally and maliciously abused by a shareholder in order to evade company debts  not by my clients by ty shawn that florida and chinese law are the same and there were wrong about that the standards are quite different so there's not precedent that binds this court it was a party admission and if you look at it independently you'll see that the standards indeed are quite different to chinese law standard is what i was just articulating the florida standard approaches things to florida agency law standard that is approaches things quite differently it's that the parent must control the subsidiaries whether you impute contacts and there's that chap most case in florida that we've pointed the court to and here at least in the district court there was even any dispute about the fact that each of the foreign jurisdictions applies  the law if the place of incorporation and so here we have chinese law and we have all of these sources that look for fraud or abuse and again intentional abuse of the corporate form i want to hasten to note  i think this is an important point that that's not a particularly exotic standard remember again that the district court specifically concluded that there was no alter ego under both florida law and under virginia court itself concluded that that standard couldn't be met if the court does go on contrary to what i've just been arguing and look at the forum laws we think that even  so none of them is satisfied and it's important to be very clear about what the tests are in the forums there's a looseness to the way some of this has been discussed and i alluded to this earlier sort of generalized talk about control and that's not what louisiana alter ego law or florida agency law looks at the test in louisiana law is essentially fraud or deceit and there is a long and robust history of this starting in the louisiana supreme court with cases like reagan's and old and glaser and these courts are very clear that louisiana  strongly favors doctrines of corporate separateness and when as the district court specifically found here parties observe corporate formalities as this court put it and administrators have to lay in a party has a quote unquote heavy burden to get past that or is this court put it in hew word that veil piercing is a drastic remedy and again there is no showing here of fraud or deceit on the contrary the district court specifically concluded that there had not been a fraud instead the plaintiffs principle move here is to switch from alter ego law which is something they didn't advocate below to this so called single business enterprise or s b e theory under louisiana law and their articulation of that in the district court's articulation is just not faithful to louisiana appellate precedents or indeed to the guidance from this court s b e is not a sort of free floating analysis about whether some companies seem like they are related to one another veil to use the term loosely horizontally instead of vertically and that's why you'll see the seminal case screen was actually considering alter ego that sounds like there's not much to spewed about what the facts were law and apply and you have to examine what the facts are and the district court relied on a significant number of facts and making that determination about the single bit then approach in the right yes your honor absolutely i do think that there is some dispute about some of the documents here and if you look at some of the documents the plaintiffs have highlighted and that the district court interpreted we do think judge graves that there is some significant  about those and i would simply say we would urge you to carefully scrutinize them and let me point you to one example so florida law again the test is this sort of intimate day to day control so the two entities have no separation whatsoever and the best example of that the plaintiffs point to is a tie shaan board of directors resolution it's in the record it's sixty six thousand nine hundred and ninety and they say that this document demonstrates that b n b m was tell the how to produce dry wall what kind of trial wall to produce and that that shows that kind of day to day control but if you look at the document nothing could be further from the truth it is a garden variety board of directors resolution that point i want to fight the articulation a bit if i could judge will it the question is under forum state law which substantive law applies the substantive law that applies  chinese law and so you look at what chinese law does what analysis it uses what the test is for imputing contacts and chinese law doesn't i mean chinese law just has article twenty and that's the way you do it so the reason i said i want to i want to fight the framing a little bit you don't look at whether you're in the agency law bucket or look at whether you're in the alter ego bucket st you move into the chinese lot pocket dry wall to doesn't answer that question if you look at footnote six which is where the discussion is not only is there the acknowledgment that tai shan had represented to the court says that property damage suffered by hundreds of florida residents comprises the foundation of this litigation and this factor weighs heavily in finding that florida law should apply determining whether to sean's action should be attributed under florida principles of agency using council says or two thousand and fourteen cases and binding because we just sort of assumed we didn't conclude or hold we just i would say diversity we have to apply the law as the state would and here florida has made clear not only in the lower case which is cited there but in it in the development corporation of a palm beach that indeed we apply performing something on behalf of the principal so they're calling this mutual a set of but the fact of the matter is the florida cases indicate that mutual accent is met when you have such a degree of control the agent has no choice and the parrot is basically telling them what to do and we have that here and similarly in under five of your up for genial law you have the virginia statutes that say  first american title insurance is the great example here cited by both sides that in virginia the power to control is the determining factor on agency and so that if a franchise contract so regulates the activities of the franchisee as to vest the franchise or with control within the definition of agency then the agency relationship arises even if the parties  it is clear that both states would apply their own agency law they would not look to piercing the veil which is not a concept within agency who can have an agent who is completely unrelated to your corporation and so extensive record two years of jurisdictional discovery that was only merely touched by the district court probably because they didn't want to go beyond the one hundred pages that this decision already occupies but let's look at a bored they actually up pointed them and then told them how to vote that unlike the bridge case which my friend cites which says that you can switch hats and then still be true to the new hat that you wearing here that was not true it was not possible three b n controlled long term strategic decisions including the capacity for new factories the type of dry wall the tayshaun would manufacture where the and and even held it self out as the same entity in taishan as tayshaun in marketing materials and other materials of if you claim that the one company using all the data from both  m group to further enhance its competitive this consolidate the leading position in the dry walled market and participate more actively in the daily activities operations and management of  want they were already involved in the daily activities but they did so even on the greater basis and this is the back yes there were a few pages in the district court's one hundred page opinion when they're talking about control of the district court rely on its understanding of chinese corporate  culture not really concrete things like board seats phone calls email there was kind of this appraisal the biggest recorded of chinese corporate culture and i'm wondering if courts are equipped the courts have the tools doing gauging this sort of assessment or appraisal of foreign corporate culture let me point out st that in all of those instances where talked professor in china who was responsible for the company law talked about it as well in terms of culture because that's the way you understand he said we're using western concepts we're not really doing a western concept other than inform not of function and so you know they were they basically regard the chinese government as basically running everything no matter how far down the subsidiary is ringback so so the evidence is very overwhelming but of course i don't believe the district court relied soley on disputes about the interpretation of the depositions of the translation there were disputes about whether questions could be asked or answered and things like that he traveled there so he not only has as he put into the opinion he not only listen to this with a single pointed translator that basically was the authoritative source of translation but he got to watch the demeanor of those who did who were deposed and realized when they were  basically saying that well they didn't remember this document they didn't remember this e mail and that's not really what it of the way it is as far as they're concerned and so he was able to make those evaluations much as you would  and so he was there to be a bit be able to rule on the objections and to cure of things right way make this a more official process look the st attempt to take into positions and so so what we're saying is that everything the they would not absorb observe these formalities was really quite overwhelming and the and the record shows that and and the district court has done a good job of trying to convey that  never had to make good on the guarantee of there were all these restrictions and there was this kind of control that was both intimate and dealing back and in judge fallon's opinion he seemed to rely on the whose and and given the experience with the tayshaun representations a given the fact that the emphasis was on control with with every type of law you were talking about whether it  basically saying the only difference is that there has to be fraud now he hasn't brought presented anything about agency law but with respect to piercing the veil he said there has to be some sort of fraud in the port and fire fraud but of course under louisiana law fraud is not the be all or say all of that and oh but equity two and in deciding choice of law of the state also looks at who has the greater interest in the of things like that so there was a substantial interest in each one of the states in making sure that this litigation went on in the proper way and and so as i said not only did their agency law apply but the single business enterprise a law clearly applied as well fortified demolition is the case that we're st to the fact that there is a distinct difference between traditional bail p overwhelmingly present and again once again control in the totality of the circumstances are some of the metrics that you use to make that decision and so under s b the law in louisiana they consider whether a corporation has sufficient ownership interest in another to give it actual working control whether common directors and officers exist where unified administrative control apparatus  heavily influenced by western legal norms is imbedded in a complex economic cultural an ideological system that is unique and distinct from western counterparts and so what you had is the testimony of every one of the experts on chinese law to pay sickly said well you know you have to be a little careful we we talk about certain concepts that are familiar to us about corporate separateness and corporate formalities and that's not really the way that things operate again the law professor that we used as an expert was one of the primary projectors of the company law makes clear that you know we we relied heavily on our understanding of western common law but with a chinese influence to it and in the way that we look at it even at in one of the depositions of the record shows that one of the representatives of the company had difficulty saying well you know that that might be an exaggeration you shouldn't take everything in a chinese document as the truth so that's the kind of thing that might have led you to believe that these scholars these neutral scholars who have written about chinese law and talk about the influence of culture might be right but it also gives you the sense that some of the representation which conflicted with written documentation might not be as credible as other documents and so that's one reason why we think that the judge found you know carefully went through this record participated in the discovery and had court found that to be presence of these were not mere investors in the way that we understand separate corporations and stockholders but they took over tayshaun as an entity under their direct control so that in all critical respects that we're looking at here they were another department of the largest corporation and you your time is exceeded bu and they have not properly preserved this argument and we've explained why that's so it page four of the reply brief they never made this argument below and even if you entertain it it is wrong and again on page four of the reply brief we point you to the relevant law florida cases like chat los adopt the approach of the restatement that's the st point nd judge dennis you asked me and my friend about this supposed to admission below i would urge you to take a careful look at page fifty three thousand three hundred and eighty of the record what we said there was that plaintiffs said that we argued there was no conflict and what we say on this page the defendants said eighty rd point this question of control keeps coming up and there are a couple of things to say about it one control is not a dirty word there can be control of course there is control that's the whole point of a parent in a subsidiary and similarly my friend says that there's something wrong with maximizing profits of course they're maximizing profits they're corporations they have an obligation to their shareholders to do that the question is what is the right kind of control and that's why it's so critical to look at what these different states uses the actual legal tests and it's not just control in the abstract they are very specific standards my friend says that louisiana law doesn't require fraud or deceit the language in reagan's is that it was reversing because there was no showing of quote fraud or disarm or holder acting through the corporation that's reagan's at and sixty eight dollars and they admit it page fifteen of the read brief that that's the standard i agree with my friend that the bonafide demolition case is a very good one in a judge vance explains at end points out that the eighteen factor test is difficult to apply provides no guidance and to this point about control some of the factors are perfectly consistent with legitimate efficient business operations that's why it's essential to think about the right kind of control the last category of thing i want to address is the facts here and i obviously can't respond to everything that was just invoked but there are a few things to point  out st there is a suggestion that deference is required here and that's wrong twice over when a district court makes legal errors this court held in city of alexandria versus brown and a long line of cases going back that you review the facts to no nd there are no credibility findings here there is a somewhat extraordinary suggestion that i hear being made that the district court could have concluded i don't know that chinese people are not trustworthy or something that was the suggestion certainly there was no credibility finding about chinese people in general or about any of the witnesses who were at those depositions and finally with regard to the n three that's what they've relied on for that and that document is about c n b m group and what it says that it must approve major decisions by companies for which it nominates directors but schon what dry wall to make and how that was the point i addressed in my opening that's the tie schon board of directors resolution at sixty six thousand nine hundred and ninety it's simply doesn't say that they've invoked this connected transaction announcement at six o nine hundred and thirty nine that's a document about c n b m group it says nothing about b n b m and that leads to the last point i want to make here it is absolutely critical that the court carefully scrutinize each of the companies separately cases like alpine view are absolutely clear that you have to look at each company in a corporate hierarchy separately and there is no argument in the briefs and still again none here today that b n b group or c n b m these intermediate entities had any control whatsoever about tai shan and so asking for with this free floating assertion about control is the standard would be absolutely revolutionary in the corporate law and indeed judge will it for some of the reasons you are alluding to in