others let's say you go to your broker and you ask to buy one hundred shares of the acme corporation which is trading at one dollar per share you give your broker one hundred dollars plus commission the poker bugs you fifty shares that the one and one in foreign exchange rishi was in fact improper and i realize that the whole argument about whether the fifty six d affidavit should have been that you didn't have information but at that moment in use were not a katie it was a private company which actually goes into a valuation s r r v for the actual advisor that wasn't a conflict in financial advisors had less than two weeks to value a has four hundred shares your program poker buys you fifty and pockets or if they know you took your fifty dollars and you should have one hundred shares worth four dollars per share were four hundred dollars instead of fifty shares worth two hundred dollars merger but that was the reason that they gave them more for the b shares now they never tell you where they come up from five million dollars for the difference in that value there is no fairness opinion ever indi british and i'm done but i would like you to point out what you need to do is look at the third spring fed eleven twelve thirteen fourteen eighteen nineteen twenty twenty one twenty three twenty seven twenty eight twenty nine thirty thirty go i think that i would point your honor for three cases that we've relied on them out period case in our technology case and the whole company case in fact i would argue an alternative grounds to a firm below is that judge a case and i think that's actually a term from judge cellier for a second opinion what makes this case with the court would approve the denial of a right to conduct at least some formal discovery by is this a real case and that's what seems real to me yet i think is what judge sell you mentioned is you know in my thirty years of practice i have never seen such a detail fifty six we used to call it f but now  bridge which was the senator was also became the majority shareholder before the track the transaction was voted on by the board and that went off on a motion to dismiss what's different about this case now is that once the plaintiffs allow the transaction for close and despite their promises of filing for a ploy the injunction they never did so and there was nothing to prevent them from doing that in fact that's why the judge paul was trying to confine discovery to greek that they would not they would not seek to prove their injunction in exchange for discovery no no they never did in fact if you read the transcript of the hearing and heard discovery ruling they said specifically that they had dismissed a hearing in late august of two thousand and eleven that they would follow the motion for this deal they got him a million eight hundred thousand extra payment yes he did and as i said to class a shareholders then approved by almost ninety percent both for full disclosure there are no disclosure claims in right basically to to choose four of the board members but there was nothing that put any specific value on what that was but that's not required under the law this there was full disclosure here is a matter of law the plaintiff selected despite the invitation schechter put an affidavit in recites four years history and doesn't say word one about the deal they could come up fed ex right there was extensive financial information here on both companies provided in the proximate target they had enough to do something and i think of injury at the none of those cases were before it was summary judgment being found before discovery took place in each of those had to do with whether that was suppose that usually the plaintiff one of the parties needed for the discovery or didn't do due diligence during that discovery period i don't know of any case that i saw you cited at the other side cited that said at the very initial stages of a case that summary quickly enough there was nothing want to explore they have enough but the legal standard to be applied as a result of the exculpatory clause it's really just the duty of loyalty and the dollar supreme court a number of time is that the legal standard there is whether the that is five million dollars was was not disclosed and by the way there were several hundred plus the shareholders it's not just mr sheer he did have ninety three percent of the shares but there were several hundred who shared the net other seven percent it shifts put i do want to point out that i have seventy seven of the mass complaints specifically alleges control for corporations not vested in a single person and your group but first in the fluid aggregation of an affiliated stockholders they specifically see that's that that has nothing to do with one of the major arguments which is the exchange reshoot was inappropriate whether they need made money lost money afterwards doesn't relate to whether they didn't get sufficient amount of stock in the newcome krishan takes the exchange rate issue argument the case that may have been there before hand but once the deal closed those issues as to price and fairness and all of that are gone didn't get a single verified fact here and you do not need to scot free for that type of argument the expert could have analyzed the information and done what mr walton has done here today and his argument the lawyers argument is insufficient and experts have said they've it may have been sufficient but there's just nothing in the record on the exchange ratio and as i say with your skull throwing provision in place it narrows the case down under the case law to one where the no i don't think we need to your honor because we can argue any grounds in support of the result that we need to without falling across appeals i do not believe i needed to do that to bring those issues before this court so the basis  meaningful opportunity to conduct discovery on the information held by the defendants that is seventy eighty second ten seventy five specifically at page ten eighty four  which would immediately divest and only for them which calculated today by today's value is over one point three million dollars in value to just those five not including sugar so there was substantial interest in the transaction the spike the fact that they were