distinguish between what's involved in those two appeals the court below found that there was an illegal exaction when the government i demanded it acquired eighty percent of the a r g shareholders equity forty control the court also held that there was no remedy for it because based on this court and the decision the court believe it had to do an economic analysis is the same road i think i think in the context of a legal exaction where you have something that is clearly improperly the right authorization exacted that is what is mandated to be returned to that t system i would i would agree if the courts question is is there a provision in the statute that says if you take it you have to give it back there is not a provision in the statute that says if you take it you have to give it back because we have to go down i mean  cases that we deal with with control in corporate law it's it's one entity assumes a function or performs a function and that's normally reserved to the basis for the court of claims finding standing and that's another question i have because it's not clear whether he actually found in or not he seemed to set it aside but in any event you don't seem to embrace as far as i can tell from your briefs the disk the quite a bit of claims rested to feinstein and that is the court of federal claims said they're looking at the delaware cases and they're saying this enough is enough like gaps and resat because even though we don't have shareholder embrace that new scene your argument your brief seem to be exclusively based on control not shareholder control but just the spirit of control but not the analogy that just the court of plain is true between do sherry obligations being analogous to taking i apologize for a lot clearer we do embrace that finding how do you make that leap because the purpose of control under don't wear a law is do create a duty in other words somebody who is not the board does it may not have a duty unless there is control here or as that trial court found there was a duty under the fifth amendment so you don't need control the first proposition is that we do not believe that you actually need to find control however we believe that you do fine control now in addition to that i just want to be sure that i remind the court that we're arguing that under federal law under allegheny there is standing as long as you have the kind of requisite impact that you do hand here that is you do not have to rely just on delaware law that's right you that what happened was eighty percent of the voting control and eighty percent of the equity of the players was taken by the government before before the before september twenty second star affected differently than other shareholders star was not affected differently than other shareholders with respect to the fact that it lost eighty percent of its voting control and equity was  september twenty second they weren't even told about it when they voted on it they didn't even have a copy of the agreement in fact its remit was changed after the vote without the board's approval but the district court found was that the by taking control on september seventeenth eighteenth nineteenth and twentieth the board was not in effect in control at that point that w nice gesture i suggest that my reading of the record was that it when they said at least that testimony or call read was that when the statement was made about it being important for bihar it was made in the context of the treasury chief restructuring officer and their thirty six witness testified that the federal reserve took nearly eighty percent of a i g's fully diluted common equity quote to penalize the and what i'm saying is i don't think there's ever been a case in federal jurisprudence in which the government has targeted a particular group of people to take something away from them for good reason or for million and billion to about twenty three billion dollars depending on what assumptions are yours but what the government has in its pocket right now are the profit equity in voting control so when the government took equity in voting a troll that was without congressional authorization that was unlawful and what the court hell was that common sense would say you've that's wrong and we've peeled on that basis but even if you assume that unconstitutional condition cases are not relevant i'm trying to the precise holding the principle of c decided that they would not sue the government and that left the stockholders with no no remedy i think that's the point of objection i think that's the ultimate point of exactly i read i would agree with that because up now up until then companies are always trying to get it back on the other hand the government took the position that even they even the company couldn't get it back at that point so it have to if you have to evaluate value of what the government got was about the same in the range of twenty five billion dollars now the difference ok is that the government's argument is that you got to offset the commonsense and hold that because the value of the law on the value of the authorized loan was greater than the value of what was exacted there's no remedy there's never been i legal exaction case that said that and we think that principle is directly contrary to the supreme court's twenty fifteen decision counts doesn't your reliance on the fifth the member of those kind of butt up against that that argument all of those put a value now if you looked ahead with everything else that happened there was a time when the value was much higher but i'm looking where i could tell it look over the course of finding of that and i don't believe that is accurate as a matter of fact ok there was a desire to restructure and everybody said restructuring was a good idea but i the government talks about one hundred eighty five billion dollars there was never at any point in time one hundred eighty five billion dollars loan ok what happened was that the form of the loan changed and when tarkanian they took some tarp money and they actually reduced the amount of the thirteen three of them so i do not think it is accurate to say that if they simply made the original eighty five billion dollars loan in fact i'm not even sure that there was any time when it exceeded eighty five billion dollars if there was it was for a very very brief period of time so you can't look at this number of that was the passable aggregation of all forms of loans that are out there you've got to look at was actually loan and there's nothing in the evidence no finding that suggest that the company would not have had value with just that the first loan in fact both first the government took over negotiations with morgan stanley and goldman sachs there is disputing the record as to why did it but there is no dispute in the record that they took over those negotiations and that they exercise the type of duty functions that a board member normally does and in fact you could you can have a minority shareholder that has control over a corporation some circumstances i think you could so don't you have to have a showing that not not the can you have control that you really do want to shareholder and therefore you have the capacity to control you have to show that you actually exercise a control and the board know about it until after he'd been offered the job and there are a whole series of things that happened there but i would i would just ask of course to consider two things ok first the court made a finding fact finding a lot of us and the court has lots of evidence to support now i could you argue they did they didn't really exercise control i don't think that would be a very persuasive argument but whether or not you the board members about being replaced they asked them whether they were willing to resign they put in their own a monitoring team that trial court quote the reports for the first day are really here first for that point the chief judge raised which is the theory of the trial or was that there is a fifth amendment duty regardless of whether there is control and second because under federal law if people are targeted if even if they're not target if they have an effect on the allegany there is standing in federal court to try to address that that on the focus on what the actual claim in this case is and what happens in the relevant period the claim concerns the particular and this court and other courts have never suggested that that allegheny established a different rule because it's like in this court's decision and  that was a case in which as there was a merger plaintiffs are saying that too much stock which issued in the course of the merger that their interests were deluded delaware court says that's a classic derivative that leave the stockholders and that's that image it leaves them him this was to asking the trial court to overturn that decision because that's what you do if you get if you go to the board board says no we're not doing it and the trial court in this case because remember originally a treat this with offender in this case also and it was offended because the same claims that are being assert somewhat contrary to the fifth amendment to permit that to happen well i mean first i can see i can see having a or have a scenario where you have an administr in an exception and that they've sort of said well there's a fight to she every duty and that's their argument and this is not a nationalization of anybody i mean that's a total sort of i think m up owning eighty percent of the back that's right it did but here's what happens the last thing that the federal reserve and fed reserve bank of new york wanted to do and this is absolutely clear clear from the record the they come up with a term sheet that includes seventy nine point nine percent of the neck with the interest plus you know all the you know sort of all collateral sort of pledged well nobody but and with this it's says is you have the powers necessary to engage in the business of banking so what happens here is that the fed is doing exactly what the private sector people thought to rely on the other provision to it seems like what i think that the two of them make sense together your honor because this only comes up in the unusual and exiting circumstance and what the thrust of this provision is is to put restrictions on the times when these kinds of loans can be authorized and the and there's a little lot of first money but how will it be that in the federal reserve zero filed to say you know like this deal can't go forward because the federal reserve has no authority then you know a court might conclude  the reasonable to interpret restriction to include are restrictions that were placed on the long are relating to that the shares until this is not permitted moved under the usual legal provisions and we're talking about he did so in pursuit of as you as you point out very well let's call it a legitimate objective the legitimate bailout the economy the federal reserve regardless of the extent to which it thinks taxpayer money is being put at risk can just go ahead in order to stabilize the economy nobody thought that that was something that they could do on the contrary which clears from secretary geithner and everyone else that's involved is they've got to like they're going to have we sort of done all we could to secure this won't even by including the equity participation and all the other things and everybody also recognized that you know and the southern district of new york patients from recognizes to the all of these times compensate the government for putting in billions of on that i'll tell you right now in this is that it's not necessary necessarily do a comedy i g a it's up it's about the overall market place as of all that's exactly right as it turned in you know as time went on again the interest rate is not part of stars point but as far as it goes though it doesn't even begin to capture all the different things that the government did to a actually not star because you're his absolute right there was no singling out of anybody if the government had wanted to punish a i g p all it needed to do was to do nothing and then that could have been it so the idea that there was some other punishment involved other than sort of like the decision to come in and save it you know and again the contrast that gets drawn between other loans the there are assets there were largely assets in the insurance subsidiaries nobody knew for sure what their value was they were subject to seizure by state regulators and it was assumed that probably of ai gene went always expected that there would be an equity component to this deal like the federal government the government took a change converted the what the stock or actually took the stock in the form of  have the government pumping him a lot of money stars percentage of the company goes down the value of its shares float just starts going up instantly you know and what you have is just a situation where you otherwise would have been in bankruptcy and distant concourses your shares would have the board absolutely nothing instead you have the government would come in and you know and the there's not been any attempt to fit that within the illegal exaction theory that is part of this case theory has always been that you should like pay money for sort of based on sort of you know pick a day you know like you know could be fifteen billion could be twenty four billion but that's the theory and it's totally unconnected to sort of what the voting rights after september twenty second were is or is there any the so we haven't contested that is a direct line it's just that it's probably found its merits on the you know but we haven't contested that that's a direct question because they're the argument i'll try to go quickly on first with respect to allegheny alleghany was not a suit against a private party or the board alleghany was a suit against the i c c but they were suing and the court hel in allegheny that there was standing to sue the government because the government had facilitated dilution and it was lucian that affected everybody equally there wasn't any issue there of the government having case that could be accurate but there's a huge difference between the private term sheet and what ultimately turned out to be the case in terms of that was not voting warrants i he said they want to pennies they couldn't get pennies without voting preferred and it's replete in the record as a court as a trial court found replete in the record that that was their intent their intent was to deprive the shareholders the right to vote they were afraid the vote was going to come out the wrong way and so they took the preferred stock rather than the warrants because they knew they couldn't get the stock if all they had is once because the common shareholders would never ever voted to give it to them  any given them the ability to do the exchange they want to do they could also have applied it to both issued and outstanding shares there's not a single explanation in the record as to why they applied it only to th total power to set any compensation you wanted because of restrictions or limitations language or incidental language you wouldn't need any of that it would all be surplusage and try to think of the hypothetical congressional intent that would  it says accommodating the generalized market and in my view accommodating the generalized market under these circumstances might be very high frustration because of the moral hazard if or three percent interest and didn't take any equity at all so i really respectfully suggest that this is this was not a moral hazard issue there's no finding of that there's no finding that says you were going to  that i say one just one yeah and that's what i think you get one final thank you to talk about the taxpayer risk at page one hundred ninety nine of the record the court opinion it quotes what they were saying at the time the time they did the deal were going to earn tens of billions of dollars from the equity they didn't think this was risky the statute says it has to be secured they told congress there was not at all that this idea that this was a highly risky court has any questions but i would just point out that there are some grounds for reversal or on the lie belittlement that we didn't get into such as the nature of the statute it's not like being connected for