your honors i've argued many many cases to the passport and i have to say that this is probably the most frustrating thing is i've ever argued that actually i had the sense in its appearance that the tax judge had a preconceived notion that a seventy year old woman could not possibly be running this corporation and despite all the evidence that was presented and despite all the testimony i was presented the judge insisted upon fitting a square peg into a round hole and that's what happened down here we presented city council people mayors all of them testified that mrs harrison was not only the public face of the company but interval to the company and the wording of contrast and also the judge even stated in his opinion that he found that she worked over forty hours per week that she was the founder co founder of the company nine hundred thirty two that she had w vales she was paying bills she was appearing in community events she was a member of seven different chambers of commerce the one which is a press crawling company gets municipal contracts from each of the government entities and she was the one going around and you know meeting the our kitchens and meeting the city council people and the mayors and appearing in all the chamber vans and each one of them are won't come down and testify that she was harrison and sons basically she attended all the board meeting she voted on all issues she provided the capital backing for the company including a seven and a half million dollar loan that was guaranteed by her assets to bank of america to expand the branch of the company when they purchased additional trusts i'm not sure what a chairman of the board of a company could do more than that then they have this judge determined that she is more akin to an outside director how that something that an outside director would be doing is an outside director the public face of the company is an outside director pledging seven and a half million dollars of their own assets to it to fund expansion what exactly is an outside director anyway isn't it somebody who's esteemed in the community and credence to the viability of the company by sitting under the wreckers but usually with very little stake in the outcome of the company certainly not the co founder the president and the chairman of the board vacuum crunching numbers like you know one of her sons was going or were checking on the trucks let's say i mean he is the public face of the company he sets the policy of the company he needs and in board meetings and make sure that his directors and officers are following that sense agreed ok we're going to refurbish the trust that we have and i mean she set the tone of policy with regard to the company and she was a fifty five percent shareholder and she was a majority shareholder but when she was sitting in the board of single question prior to his testimony in court was an assumption that the iraqis presented to this expert and said what if we have a seventy year old woman who is sitting at home collecting money from the company without doing any work for the company and doesn't intentionally misleading or he was grossly incompetent he testified in court that in fact he used average year equity for all his comparable companies but yet when calculating the return on equity for held corporation of that magnitude you would compensate somebody that much money the company was running in during the audit years close to twenty six and twenty seven million dollars i'm not sure you could look at her compensation and say that when she was making six hundred thousand eight hundred thousand during your years that was excessive given what the company was bringing in and on top of that the experts the so called experts opinion was that he was comparing it to companies that didn't have the sales and profit restriction company is completely independent going out in the marketplace and deciding their own profit how is that an apples to apples comparison it isn't mr carey disregarded all that in fact he was actually surprised on the witness stand when we told him that there was that restriction that in fact assets and sales were regulated and that the company could not reflect you know a difference on those numbers that the only real bottom line number was return on equity that could fluctuate yet he completely ignor seven circuit looks to the elliotts case in the ninth circuit and says the independent investor test which was one of the factors in the only it's factors we think that should be the first question asked that should be the threshold question why because it's a more let's see if there's a reasonable standard first up and if there is if that if that if a reasonable independent investor would have been fined at the rate of return this company let's look no further but if you wouldn't be well let's look at the other factors and that seems like an objective court to clear up this area and not allow this kind of confusion and the constant i r s coming in and determining whether or not your compensation by your board of directors is reasonable let's give taxpayers an objective test th  a position of perhaps ambiguity to the test for independent investor is that somebody standing here now looking to buy stock in a corporation and independent investor is measured by the period that were analyzing the audit period who already had korean invested his money would he be happy with the rate of return on the money that he had previously invested you can't look at their market value of the company because if you were you'd have to say basically to the court right now while the company was worth ten million dollars seventy million dollars at expo any time now for twenty six million dollars you know with regard to rather than maybe it's worth forty million dollars on the open market if it was to be sold we don't know but we do know what management did with your money we which are the employee's role in the corporation and whether she has any special expertise that is important to the corporation success and external comparison the salaries paid by someone or companies for similar services the character and condition of the company whether there's any conflict of interest for example a family relationship that would permit the corporation to disguise dividends distributions as employee compensation and finally the internal consistency of the corporation's compensation comparing the parents compensation which ranged from six hundred thousand to eight hundred sixty thousand dollars for the years an issue to her active duty performed during those years in the case that her compensation was more closely related to her status as the principal owner of th so for the sake of argument and i take your quite a long term contract for the sake of argument that someone acquires twenty six million dollars worth of contracts and the rest the company operates on you would say under other circumstances that's six eight hundred thousand compensation was being paid out as salaries and where no dividends has ever been statue that would be very strongly in the government's favor if there was north no formal plan and the company just not explain how its compensation was right or wrong in your absence of nine where as harrison's compensation was eight eight hundred msec st thousand now it's hard to compare but when you look at the forty hours a week for this company that's not like an outside the record out of forty hours a week that you put in a full term vera and what did she do in that in this company for that forty hours a thing and occasional spanish translation services in terms of her activities with respect to board meetings and acting on proposals the record doesn't indicate what percentage of her time active in the day to day operations of this company it's just back to my question if she's the face of the company and she's the right maker obviously she's not going to be involved and certainly in the day to day operation operations i think she may be responsible for maintaining the good but it's difficult to say that her duties were more consistent with an outside director when in fact she's the primary guarantor of the company thousand and one hundred thousand so far and going on that writes for you you pay the corporate tax rate on on a difference of seven hundred thousand going down to five hundred thousand so  sons and you know that that is just appears to me to be a travesty i mean she's been working this company since nine hundred thirty two and got to from absolutely nothing to where it is now and she's entitled to compensation twenty i recall she worked forty hours three days that week forty no forty forty hours per week or more and came into the office three days a week she also testified that she took work home that she