karaites on behalf of the plaintiff appellant in cross appellee this case is about financial manipulation conflicts of interest and misrepresentations of the company's financial position in the market i'm going to go out and spend two minutes on the ten b five in fraud and then two minutes on the breach issue duties affirming the trial court in this case would be a very harsh result under ten p five the materiality in this case comes down to statements that the directors and management of warren resources made boxen hold assets were later written down and that an individual in that case was provided in the pleading that stated that the management knew and the court relied on those two things and the said that a complaint is sufficient when it states use or documented evidence of things alleging that the defendants knew or some other statements so in this case the statements were worn resources was well positioned to ride out market fluctuations and well positioned to successfully navigate the current market environment and well puff puffery and then last year the statements were that the company's desire to achieve continued prosperity and that's much different from a financial statements in this case and last year the desire to achieve continued prosperity something that every company is going to say in line and it's easy to see why investors can't rely on that language but a company's affirmative statements that their company is well positioned to write out market fluctuations an affirmative statement about the company's position in the market and its ability to meet financial obligations and respond besser to rely on those statements and i'm proof of that and to hold that these are puffery statements that  no reasonable investor could rely on is a very harsh result because the standard here for materiality is ultimately that no reasonable investor could rely on the statements and as a matter of law i don't think  it just doesn't really apply i mean those statements were based on statements on integrity and risk management and there's little application of those statements this case this case is about financial statements in terms of affirmative stating that a company can meet its financial obligations and withstand the current market conditions and that's a much different case than the e c a so i don't think those statements are very approachable to this case i mean in that case there's the court also cited to other cases that show further why those are distinguishable they cite to cohen the conic where those were misstatements related to an acquisition whereas in the j p morgan case the misstatements were eight years before acquisition ever take took place and in this case the misstatements were directly after the acquisition took place which is why they were even more material to investors because investors are looking to management to see what the financial status of the company is directly following the acquisition and that the finances of these two companies were not separated out so they have to rely and shareholders such as myself have to rely on those statements and i want to turn to c n n really fast before i realize my time's good short the core of the trial court never addressed it but defendants brought this up are two things motive or recklessness and i think that the more clear one hears recklessness the reply brief by a poet in pages eleven and twelve lay out why the defendants in this case have engaged in reckless conduct of the financial conflicts of interest between these financial institutions during the acquisition and why they knew that this company was not going to survive thereby making their statements a the those conflicts of interests and the recklessness are laid out in the delmonte decision and rural rural and yet mass murder case in which  financial institutions are on both sides of the acquisition and then they're trying to get advising fees and then also other fees associated with the case so that type of conduct constitutes recklessness and the defendants in this case lou about it especially considering that the financial advisors institutions geoffrey's switch sides after  advise through the bankruptcy i mean these conflicts of interest are incredibly important and this was the conflict of interest between d m o capital markets providing the financing for citrus and providing the financing for warren and advising warren in this case is astonishing and it was never disclosed to investors that their financing both sides of the case both sides of the acquisition and this allowed them to just funnel money through which is apparent when warren resources then could not pay its interest payments in a matter of months after the acquisition and then in bankruptcy both of these institutions took a piece of the new equity i mean these financial conflicts of interest were not just conflicts of interest but then they profited from taking parts of the new company in bankruptcy i mean this