listed various reasons for our having jurisdiction over this interlocked or appeal you did not list rufe fifty four b then the judge entered a final judgment its title final judgment but it doesn't mention ro be four days later you filed a motion for this to be a roof fifty poor b appeal the judge never ruled on that motion and now it's before us and of course under our precedent he doesn't have to use the magic words roof before b in his order but he does have to at least show the intention to allow this appeal under rule fifty four dollars b and it's just not november and your motion was filed on the rd of november so your motion was filed after the final judgment actually your honor the final judgment says the th but when the court looks on the docket and  that occurred but i did but the bigger point is you did have a proposed order that had an adequate rule fifty four b judgment the court didn't just sign that though it entered a set a different document that doesn't make any fifty four b findings about there's a you know a need for a peal without any further delay so that that seems to be the problem and i believe your motion is filed your motion is dated the  know to say to us well it was just filed late is just totally wrong and doesn't reflect very well on you so what basis would we have jurisdiction if we don't have jurisdiction under fifty four well we have below we were going to file a motion to have it reconsidered because the way that that was done was was not fair and i was in in the case at the time your honor so we were actually going to file a motion to have reconsidered going back to the church additional question in an admiral to case at a minimum would be a case governed by admiralty law and this what proceedings on the merits of your columns when doing down how do you get around this it's really a bedrock principle that shareholders don't have standing just to in the shoes of the corporation how do you how do you get around have to have a legal interest even an equitable interest even a possessory interest qualifies in a different context but here what we have is there are the possessory interest they don't have a possessory interest they actually have an ownership interest in congress but you as the district court said i mean this would mean that say something is seized from from general motors tens of thousands if not more shareholders could come in because they own equity in general motors it just seems seems to create chaos your honor i think the court is right there but the scenario that we're asking for the carve out that we're asking for is different this scenario there would be if general motors purchased an asset by purchasing an asset holding company that simply existed for the purpose of holding that on but i thought before you said it's just because there's an equity interest that that's what gives you the standing which acts true of a general motors shareholder there is an equity interest but it's tied to a manifest injustice and a due process issue that can occur if the court doesn't find standing in this particular type of shareholder circumstance so in a general motors case i don't think it's the manifest injustice why doesn't just the actual owner of the assets bring a crime ok so that's and that's the heart of the shia are because an innocent owner has to be an innocent owner has to be a problem bonafide purchaser after the fact if so if you have an entity that you know was controlled by some alleged bad actor or not that's not innocent they're not innocent so now if you purchase the assets and high dollar assets are usually many times within the purchase with you purchase the entity that holds the asset simply holds the asset then really the innocent owner that exercise is dominion and control over that asset is not the nominee that's holding it that's the that's the entity that was purchased it's the purchaser and so what that creates is this conundrum that this entity that was purchased can't be the innocent owner because they were controlled by a bad or an innocent but that they're in learned you've got an innocent when you want to separate structure you want the benefits of a separate corporate structure with this holding company so so that company can't be indicted it's separate from the company it's owning it and there might be tax advantages that might be a lot of civil liability advantages of having a separate corporate structure but then you basically want to ignore that separate structure when it comes to being able to assert an innocent owner defense well your honor the reason that we'd be able to do that and i will say that another lens to look at this is al if shareholder suffer a direct injury that can be redressed by the corporation then there is a carve out even in the standard civil setting there's a carve out for that particular scenario because what would happen is the innocent owner who came in and purchase asset by purchasing the holding company would complete the door of the courts door would be completely closed on them and there wouldn't be an innocent owner dead defense available and congress specifically made it available in fact let's talk more directly about the innocent owner of the fence that requires an actual ownership right not an equitable interest it doesn't require actual ownership because and i will point the court to our briefing on page twenty six the legislative history states that ninety three dollars d six and that list you know lists lienholder and mortgage holders and so forth so direct ownership is not required and one hundred percent ownership is not required for an innocent owner defense and there's case law on this it's it is on page twenty seven dollars so you have to have an ownership interest in the specific property sought to be forfeited no your honor i think that the law is that the term owner should be interpreted broadly to include a person with a recognizable legal or equitable interest in the property and shareholders do have an equitable interest on top of that shareholder the parent corporation which is technically the shareholder is suffering a direct injury that can't be read so what tell me the rule we're supposed to apply sure that your client wins but general motors shareholders want to be able to a sort of crime and how do we articulate that set forth a rule that's going to govern future cases w should that will say believe your honor if an asset is being purchased by an asset holding via an asset holding company that exists only for the purpose of holding the assets well that's a nominee and that in that circumstance if the court the courts should allow for the innocent owner who purchased that asset in that room in that way to be able to file a claim in a certain innocent only defense is to court doesn't do that then there is no innocent owner defense to ever be able to be made in a case if someone goes in if a company goes in an instantly purchases some assets doesn't know that those assets may be tainted and the government files there's no one is an owner if there's no comes in when you're a purchaser for value without knowing so let's say i have an out i have an asset it's a high dollar asset and i'm holding it in the in a holding company's name that's all that i control the asset i just hold it all you have to do is just directly purchase the asset and then you own it but your honor i understand but if your honor comes in and purchases the asset from me by purchasing the holding company because that's how many of these assets are routinely purchase this way your honor doesn't know that i have purchased the  through a holding company that kept my corporate existence separate i would be able to assert it understood your honor but but in terms of transactional freedom why should companies not be able to buy it in that regard and wash why should the door of the court be closed if you buy the acid in that regard what why should that happen the innocent only because you're doing it in a way that keeps you separate for it from other for purposes of other legal consequences so you're also the also to bear the burden of being separate when that hurt you not to be an actual direct donor but you are still you are still an innocent owner you still paid value so you're being deprived of your property without due process it's just a matter of process your honor because then your property would be taken from you and you would have no proper process to redress and we actually do have a hook in the law to be able to alleviate that because that's what all comes down to whether it is that person's property it i do think i mean it's if if the court looks at it in terms of a direct injury happening to the person who bought from the innocent owner who bought the property there's a direct injury to that owner that can't be redressed in any other way so even under even under the traditional reading you i see you're from the department of justice yes sir that's right your honor as i said yesterday we're always happy to have folks from the department of justice here and why is the department of justice here as opposed to the united states attorney ruption in the recovery the location of the it indications of recovery in those assets and so that's why now about addressing jurisdiction of the government does and has jurisdiction as i recall so you've heard our questions to counsel because it appears that having a unlocked door appeal based on roof it or b is very questionable about addressing that and any on the basis on which they claim jurisdiction they claim it under the animal two rules they didn't try collateral order honor i think the law here is fairly clear and i think that caused a method to his questioning really highlighted what we're talking about today which is the interest of a corporate shareholder in the corporate assets and this court's own ruling in united states v wiley is squarely on point on this question and united states the wyly the court directly answered the question does a corporate shareholder has standing to contest the forfeiture of the corporation's assets and the answer was no resoundingly no and that is fatal to light rays entire position here before us today now mr adani has suggested that because there is this vision for innocent owners that somehow this ought to give him bootstrap him into some sort of standing but he actually i think has this backwards innocent owner defends and again judge cost a noted is an affirmative defense which really ought to come at the end of the proceedings if the  the threshold question st of all ought to be does the party have standing and if so then that party has the ability to challenge you know the state's put the government to its proof and force the government to make its affirmative case at trial and if the government is successful in proving forfeit ability only then with the innocent ownership defense even become an issue at that point the claimant could assert its innocence as an affirmative defense but one thing i would also like to point out your honour's is that white r manifestly not an innocent owner and i can say that confidently and i can say that on this record and i can say that as a matter of wall if we look at the statute which defines innocent ownership this is eighteen u s c section nine hundred and eighty three d six it defines an owner as a person with an ownership interest in the specific property like right as a corporate shareholder does not have any ownership interest in the specific property its subsidiaries now it goes on to say that there are other kinds of interests that would be protected these include a lease hold a lien a mortgage recorded security interest and so forth but what unifies all of these is that they are security interest lodged against specific property and likely again doesn't have that sort of interest and just to remove any doubt congress goes on to say what innocent owner specifically does not  subsection b one a person with only a general unsecured interest which is exactly what a corporate shareholder has in the property or state of another again which is exactly what a corporate shareholder has a general there i think in their original filing there are some that they the least asserted they were certain that they that they are the owners of the shell companies and i believe that's the basis for their their stay to claim i'm not aware of any further i can ask them if innocent on it because i mean there's other ways people can claim interest in forfeiture property you other than just innocent owner right absolutely and in fact there are other parties below i don't want to prejudice what's going on below but there are other parties who have asserted innocent ownership claims the government has not moved to strike those parties they are in the nature of lien holders banks who have made loans and then recorded security interests against a specific assets at issue here and in that case the government has not moved to strike but what we have here is a corporate shareholder who  attempting to disregard the doctrine of corporate separateness a bedrock principle of america that law and take advantage of of the of the assets that its subsidiary holds and i think mr ahmed on his sort of tips his hand a little bit when he says well if i had brought the action in the name of the actual title holders i wouldn't have an innocent owner defense because he wants to segregate all the bad acts down with the lower subsidiaries and when the government points out that the assets also happen to be down with the lower subsidiaries he then tries to punch through the structure and seize the assets with potent quote in his hands trying to have it both ways and it seems that an inconsistent throughout this  proceeding that at one point the government is claiming a lack of statutory interest at the mother point the government's claiming lack of article three step i'm sorry lack of statutory standing now the today is that like relax potential standing to appear before this court you're right there has been that this argument has been slotted under the article three rubric it's been slotted under a potential rubric and even a statutory rubric as you just pointed out  is i think is the same which is basically that a corporate shareholder lacks a specific interest and other courts in other circuits have to analyze that question under the articles the rubric and they come out the same way no they don't have standing now controlling president gave circuit what  the circuit case from a couple years ago eight circuit case is specifically about article three standing your honor and so because the th circuit interprets standing as a potential corporate shareholder standing as a potential concern i'm not sure defect in that case and so again that's just a difference i think in where the court finds the defect but whether it's under article three or under potential standing order statutory standing i think the defect persists now if we were to say well we want to remand this for e clearer findings and conclusions of law because the the the district court oral ruling was very very terse if we wanted to remand this to the district court for additional proceedings on on founding what state law would be looked to would be looked as would me look to state law there's no federal corporate law is and that's right and it would be the the the jurisdictions where these entities are register of were created and that includes california that includes new york and that includes the british virgin islands in the governments briefing that we do point out that all of those jurisdictions do follow this doctrine of corporate separateness and they all have recognize that a corporate shareholder does not have a specific interest in specific corporate property that seems to be a universal principle of corporate law not just in the united states have standing to contest the forfeiture of the corporation's assets but that's a general principle which is applied throughout any number of cases and occurs again and again in this circuit as well where shareholders are denied the ability to push the rights of the corporations and have to of the corporation has to bring the action or or the shareholder will simply be dismissed for lack of standing and that happens all the time in the circuits and other circuits is nothing remarkable about it at all i would i would s and judge cost had reported to the shareholder projectile mongers would you agree a shareholder projectile mongers would have article three standing for some complain about some corporate action by general motors but would lack the the statutory a provincial standing you want it seems to me that the holding of inslee that a corporate shareholder because an action against a corporation might diminish the value of the shareholders stock it may affect the payment of dividends or the amount of at the value of the assets that might be distributed at the time the corporation is wound up at because there is that sort of indirect effect on the shareholder ensley says that satisfies the injury in fact test of article three but then ends it goes on to say  write the dividend yes run of the dividend is direct the shareholders a direct interest in the dividend but that doesn't give the shareholders a direct interest in specific as it's a general motors including factories or equipment or plant or that or bank accounts for that matter the shareholder doesn't have that kind of direct interest in specific assets of a recall from your brief that you did name these three jurisdictions but but stayed him again for the recording the birth american virgin so your honor i don't want to take up more time that is necessary obviously if there are other questions that i can answer i'd be happy to do that but in summation i think this is a pretty open and shut case it's clear black letter law with respect to corporate separate circuit is how time and time again that court corporate shareholders cannot rely on the rights of the corporation in bringing suit directly applied that principle in wiley and i think that closes the door on any any argument  i'm not conceding that i'm just stating all the base that when i didn't i had put in my notice of appeal but i didn't state it when the court was asking me of but your honor in terms of what the government is arguing let me just address st of all eleven million  spirit of the forfeiture statute allows the government a windfall by forfeiting undisputedly innocent proceeds when the next owner comes in and innocently purchases an asset that is an innocent owner they have an ability to assert a defense that's just due process so that's the eleven million dollar case your honor and when that's combined don't want to address wiley a little bit the court was was in and fifty three and when it was interpreting wiley that's a criminal forfeiture statute the two schemes they're related but they're different and congress use different languages and schemes congress in ninety three dollars which is what we're concerned with civil forfeiture says that if you have an interest in the property and whether it's an equitable or a legal interest to qualify as we did the legislative history on the tools and courts of you this court has found that an equitable interest is sufficient so that civil forfeiture in criminal forfeiture congress specifically use different language they said a legal interest eight hundred and fifty three and says you have to have a legal interest which implies legal title and that makes sense because in the criminal forfeiture context you don't have to show innocent ownership you only have to show superior ownership the focus is on ownership because the forfeiture follows conviction in persona the so the rd party that's coming in doesn't have to prove innocence because the presumed innocent didn't have a criminal conviction whereas in the civil forfeiture claim the government's powers are extremely bro all they have to do is file a complaint against an asset doesn't have to follow person they don't have to get past the grand jury on probable cause they don't have to show file a complaint and get it past a magistrate judge on probable cause they don't have to prove a criminal conviction before forfeiture proceeding start as they do with criminal of forfeiture they don't have to do any of that they file a claim so every person although it's called an innocent owner defense it should really be dubbed an innocent interesting fence because if you have an innocent interest in the property and because ownership is so broadly defined i would really point the court to this legislative history that we've cited on on page twenty six of our brief and it's us it's in it's in a nd circuit case and it's also consistent with this court's holding in the porsche career a case and the three hundred and twenty one thousand dollars case that an equitable interest applies and so when you have the case of holding companies there's also this provision in ninety three dollars d six b three i believe that says that a nominee can't be an innocent owner and the government below argued over and over again the light ray was the owner oh point the court two are away eight hundred and fifty seven where it was the government's position the light ray should pay for the upkeep of the yacht because and this is what the reasoning applies equally to all assets your honor that that same reason only now as i understand it library is in bankruptcy or took bankruptcy it had filed bankruptcy proceedings you very quickly after it got into this proceeding after it got into the forfeiture proceeding or i would have to go back and check the record when exactly the bankruptcy was filed but i do understand that light ray had purchased the assets as distressed and that the business was to purchase distressed assets right to be able to to to sell them right and to be able to make a profit ryan is now in bankruptcy proceedings currently i can say that there are no bankruptcy proceedings currently and i'm confident that when your time's up one quick question that yesterday indulge me is the innocent owner defends the only claim you have to tip and stopping this corporate you're getting your