funded by the city and parish governments the question that has never been address bus said co in the district court is what case allows a one hundred percent voting shareholder to receive an undisclosed financial benefit of fifty million dollars from a securities all free and not be labile as a control person there is no case law in the amount of states that allows a one hundred percent controlling shareholder to receive a fifty million dollars an edge will benefit and not be liable as a control person  it was in heck and so the question that arises is what is the deal below fifty to control this of two part test number one what is the control was the standard in the th circuit and based upon the bears decision s no longer a question of cost the ability to control versus actual control represents the empties control millenniums fall into the following categories st of all the district court held the millennium i mean that sit co the millennium was one hundred percent two thousand and nineteen mr speight says that citgo manage millennia then you have the issue of the tax treatment and us control foreign the board of directors of sicko group who is responsible for the activities of leverage now if you look at the case  than actual control and they said that it could be done possibly due to use of dummies are people acting own behalf of an particular case in their our record is very clear where we al on that in the briefest the actions of mr weber and mr untermeyer are and so the question becomes as to whether or not their actions him securities law at the university of texas who is our expert in the case detailed in his report in detail while this relationship up but twain leverage millennium and a citgo group if one entity and i don't think for a minute that this court is prepared to adopt a standard that you can set up a on behalf of sick as to who owns it their argument is no evidence than record what i suggest to you based on what i just went through is this person i slowly meets the summary judgment standard on those issues and are jurgens as consent for all of the existing shareholders who were getting bailed out of a bad deal the district court suggests that that's not required but if you look at the articles as we cited in our obvious answer of that is is without subpoena power like the trustee you would have never found out about the use of bonds and the fact that they took the money for their own personal benefit  whether or not the prescription period is extended because of fraudulent concealment nobody suggests that citgo ever disclosed their use of the fifty million dollars and the other what they did not disclose we stated in detail they didn't contest and we stated they intentionally didn't do it because of the fifty weiss in washington for the sicko apple e's ma'am please the court now that the appellate jurisdiction issue in this case has been resolved this court should affirm the district court's judgment on one of two alternative grounds  as the district court correctly concluded none of the sicko defendants was a control person for purposes of the louisiana securities law because there is no genuine issue of material fact as to whether any of the defendants exercise control under any possible understanding of the correct legal standard and nd as the district court concluded with regard to plaintiff's other claims the claim under the louisiana securities law is time barred because multiple events put the plaintiffs here on inquiry notice of their potential claim outside the applicable prescriptive period and on either of those grounds the district court's judgment should be affirmed let me turn st to the control person issue as we explain in our brief we believe that the better view is that under louisiana law as under the law of all of the courts of appeals considering federal law that actual control is required but this court has left that question open in earlier decisions most recently in the otter's case and we respect lisa meant that the court doesn't need to resolve that question now in order to affirm the district court and i'd like to go directly to where my friend mr price started and to focus on what is really the st of the three separate theories of control person liability the notion that a citgo entity seemingly the citgo group control leveraged through millennia and i should note at the outset that it is important to be precise here about each of the citgo entities because there is no finding that the citgo entities was a single business enterprise nor does mr price make that argument either in his briefs or today oral argument louisiana respects the corporate form like any other jurisdiction and so the relevant question for purposes of this theory is did the citgo group control millennia and i think it's clear from mr price's  poe the plaintiffs simply have no evidence of control at that level and while the plaintiffs argue at great length that millennium had control over leveraged and we would dispute that because the undisputed evidence indicates that millennium held leverage voting shares purely for administrative convenience but leaving that aside the circuit is broken between millennium and the citgo group and while my friend mr price refers to a finding by the district court that millennium was a subsidiary the district court as we have explained and as was discussed with last world argument in this case simply cited no underlying support for its passing reference to the fact that millennium was a wholly owned subsidiary of the group at page one hundred and ninety three dollars of the record excerpts and elsewhere in its opinion the district court pointed to the fact that plaintiffs had offered no evidence beyond the repeated assertion that millennium was a citgo subsidiary and so the only thing we have in the record here on the relationship between millennium and any of the citgo entities is the statement in the offering materials that millennium was an affiliate of citgo funds services and that is certainly not enough to establish that said go fund services or any other entity had the ability to control millennium much last act exercised actual control and the last thing i would say with regard to this theory is that while mr price argues that we have not come forward with any case law for the proposition that a parent subsidiary relationship would be insufficient to establish control that's actually not true we point to the west draft decision f circuit and the aldridge decision from the st circuit for the proposition that mere ownership is insufficient and i had an extended colloquy with judge higginson in the st argument in this case about this very point those cases i think stand for the proposition that merely being a passive owner is insufficient to give rise to a control person relationship now again this is an academic dispute here because mr price is pointed to no evidence in the record of that sort of parent subsidiary work relationship even existing but even if it did our submission would be that as a matter of law that is insufficient and so i think that the easiest way in which to resolve the control person question is to say that on plaintiff's primary factual theory here there's simply no factual support and i would just make one other factual point to clean up something that mr price referred to mr price referred to the testimony of  smeaton executive that testimony does not stand for the proposition that there was a deeper relationship than a mere affiliation with citgo and indeed at one point in this testimony mr smith actually says quote the ball and it certainly doesn't establish a relationship of control so i think that that addresses the the millennium theory let me say just a word about really all of other theories but in particular the naris conduct and also on mr weber's conduct i think that once you get the beyond plaintiff's theory concerning millennium really all of the other theories are theories of but for causation there are theories that citgo entities or individuals who had affiliations with sicko were in a position to stop the violation because they could have stopped the issuance of the series and sherry's from occurring i think as a matter of law this court's decision in auditors makes clear that that sort of theory the theory that being in a position to prevent the violation is sufficient is not enough even under an ability to control standards so everything i'm about to say i think has to be understood against that legal principle but just to say a word about the facts here because i do think with respect to my friend mr price that he boyer's the facts and certain relevant respects to go  internet was a member of the executive committee of the citgo group but his conduct the conduct that is alleged here is that in his capacity as the leader of the rich court group which was an investor here and the rich were group was a fund of funds it was owned by a different sicko entity but mr hunter not in his capacity as the leader of the rich core group simply pretty sure the consensus of the investors to the transaction and leaving aside the question of whether those consents were required as a matter of law and there's no reason to believe that mr internet narrower here was acting in his capacity as a sicko executive when he obtained those consents and the most that can be said is that this is an example but for causation the but for the fact that one of the investors in it wasn't all of the investors as mr price said but but for the fact that one of the investors did not provide the consent the transaction might not have occurred and again i think this court's decision in auditors makes clear that that notion the notion that if you did done something differently the transaction would not have occurred is insufficient and i think of the same is true with regard to mr weber i would just make the point as we noted in our brief that the plaintiffs here don't rely on mr weber's conduct as an independent basis in their actual argument in their brief for control person liability but even if they did i think the same would be said as to mr weber mr weber was also a citgo executive he was the head of compliance it's a go phone services he did sign a resolution on behalf of millennium that permitted the issuance of the new shares in fact the evidence in the record indicated that he did so at the direction of millenniums board of directors and again the undisputed evidence was that notwithstanding the fact that millennium held the shares for purposes of administrative convenience it was the board of directors that actually exercise control over leverage at all times and again i think that this theory is also subject to the vulnerability that is merely a theory but for causation so again i think that this court does not need to resolve the question of the legal standard any further than it has in hack and auditors in order to affirm the district court on the control person issue because in fact even on a theory of ability to control the allegations here are simply insufficient as a matter of  law in my remaining time unless the court has any any questions i will stop early i just want to address the alternative ground prescription because i think that if the court thinks that there is any difficulty with control person liability the is on the ground prescription chief judge dick resolved the question of the applicability of the prescriptive period with regard to other of the claims in this case she did so for instance with with regard to the easy on a securities act claim really almost all of chief judge dix reasoning applies with exactly identical force here the only respect in which the reasoning is ever so slightly different is because the prescriptive period for this claim is two years rather than one year and so one of the events on which she relied the inability to redeem shares is is not relevant for purposes of this discussion but all of the other events on which she  relied and in particular the fact that two of the plaintiffs receive subpoenas from the as he sees enforcement division and the fact that the auditor who was replaced intended to restate certain previous financial statements would have put the plaintiffs on inquiry notice of their potential claim under any conceivable understanding of the term and of course we also point to the fact that there was in new york times article reporting on allegations of rampant misconduct at fletcher asset man itself had by the relevant time resigned as the administrator and so i think for purposes of a traditional inquiry notice inquiry those facts would have put plaintiffs on notice of the violation that the violation is a securities violation by fletcher now mr price makes the argument that even if that was sufficient to put plaintiffs on notice of the substance of their claim it wouldn't put them on notice of the fact that the citgo entities were appropriate defend us but i think the law is clear in louisiana that under an inquiry notice standard that is not required if you have notice of the violation you are at that point charged with conducting an investigation for identify the appropriate defendants and we cite the dean case from the way using on a supreme court but i think the best discussion is in the patent case from the louisiana court of appeal or even though the plaintiffs didn't know who built the highway they gave the rise to their potential claim and they were never the last charge with increased notice and you know i would note erin fedak way that i plaintiff's own admission they were certainly aware of the relationships on which they rely between leveraged and the citgo entities because fund services role as the administrator was obviously disclosed in the offering documents and so i think it's somewhat ironic if the plaintiffs rely on that as a basis for  prescription i would just note very briefly two points with regard to what mr price said today about prescription first mr price relies on the supreme court's decision in murka case with which i am certainly familiar that required knowledge or constructive knowledge of the facts all of the facts constituting the violation to start the period running for purposes of federal securities law but the basis for the supreme court's decision in that case was the language of the relevant it's a limitations period in federal law which specifically refers to the facts constituting the violation and both before and after the supreme court's decision and merck the louisiana courts have made made rule that applies as an exception to the applicable prescriptive period and again the courts have been quite clear that that is a traditional inquiry notice cantered finally mr price referred to the doctrine of fraudulent concealment but notably he doesn't really point to any particular act of fraudulent concealment instead he simply points to omissions but i think it's a fundamental principle of law that a mere omission is insufficient to trigger the fraud you what concealment exception to the running of the limitations period for the simple reason that if it were otherwise in every securities case based on an omission you would have effectively an endless limitations period so i don't think th be sufficient i said finally but there's one final point that i do want to make which is that a mr price both with regard to the control person standard and with regard to the prescriptive period refers repeatedly to best financial benefit to you know a fifty million dollars financial benefit and he goes so far as to say that that is uncontested but if the district court noted in its opinion any fine anshul interest the citgo entities may have had here had nothing to do with which of entities if any exercised actual control or had the ability to control leverage and in fact if you take a look at the very page that mr price cites page seventeen of his brief or he lays out the variety of unrelated payments that he uses to come up with this fifty million dollar number you know you might very well wonder why any of those payments have any significance and in fact the vast majority of those payments such as the sale of the rich court group to a fletcher  affiliate were in fact a school owes to the plaintiffs and of course the offering materials themselves disclose that simcoe fund services might have conflicts of interest and so our fundamental submission here is that whatever the facts those payments and we do have disputes about various aspects of them but i really don't think that there are significant here it's just hard to see how that has anything to do with irrelevantly going korea which is st whether any of the citgo entities had  exercised actual control or had the ability to control our submission is that they did not or whether plaintiffs were on inquiry notice of the claim file ation and based either collectively or individually on all of the things in the public domain on which we rely our submission is that as a matter of louisiana law contra non voluntary simply does not enable plaintiffs to get out from under the two you're prescriptive period they brought their claim five years after the violation and more than two years after all of the facts on which we rely were made known to plaintiffs and so this court can affirm the judgment of the district court on either of those grounds and we would respectfully submit or do so unless the court has any questions i'll you know back the remainder of my the nd thing is is that the actual wiring which which is adopted by all the courts in louisiana is where the call of action is neither known or reasonably no one  been argued it had been argued by the other side and the law on this circuit based on that there is ability to control of alesha lation is the failure to disclose the fifty billion dollars benefit that actual control is taken the money the actual control is bowling to issued a share so they could take the fifty million dollars benefit now let's talk about it there's just a minute because i'm class there is no fifty million dollars benefit in a dares there's no voting control stock in most importantly is judged on where it turned on who was responsible for the valuation in this particular case i we point out of the all three member end of sicko is responsible for valuing along with the board of directors three significant differences in the holding of that case says that the ability to stop it ninety three they adopt the ability to control so suggestion that there has to be actual control exercise puts the person that has knowledge of the fraud in a position where look it up i don't and i guess the type of business or in the caribbean you know allows them to operate with secrecy but you can't deny the five that mr han from are and we leverage in his deposition that is precisely what the montreal pynchon case dealt with mr cain and mr cain one even a long one of the four d people that were the