inside i don't know she was a person of interest in this case was stayed for several years pending the investigation but why the f b i ultimately determined not to charge or i'm not certain i don't think that implicates the civil claims ran this business out of her home and her supposition we have in this case is that we have a lab sufficient facts to demonstrate that she maintains liability for think it is is determinant or a lack of intent on fraud i think the totality of the pleadings demonstrate multiple instances where issues where public pronounce additions are made or private pronunciations of the p p m to my clients and she does nothing to correct them in a case where the company has no customers no business no actual ongoing operations she's the chief operating officer she's faced with all these pronouncements binghamton  a company that she's found with chief operating officer and board wherein she takes no steps to correct and my clients are innocent my clients invested two million dollars and lost the totality of their investment and she didn't nothing to correct eyes but that's generally not considered to be a not is not right well i think we're relying on the group group pleading doctrine as well particularly because there's only two officers of this company in the group series four both officers are liable for all statements made on you have to make up if there are two officers and multiple public pronouncements are made at the pleading stage and you allege that those public statements were false i think that satisfies the group should be lowered because the facts are all in the possession of this frannie not not us we were lucky enough to get the f b i affidavit years later which allowed us to further bolster the proposed nd to complain could i ask you briefly about negligent misrepresentation what's the i'm trying to understand what the nature of the special relationship is between this friend and i c b b that's a very fair question and while i believe firmly in our complaint i'm not going to die on that hill i think that's a tough question for us the special relationship we allege is that because of for seventeen years of industry experience and and knowledge she she has a duty to communicate honestly truthfully with our  in each of those causes of action they rely upon the fraudulent statements that are alleged in the in the complaint i should say the lack of fraudulent statements that are alleged in the complaint there are three sources the actually articulate that while the pleading standard is is is a heightened pleading standard under rule nine b and it may be relaxed it's not limited so they have certain obligations under which to t to allege the basis by which they have these facts of the they're trying to link this friendly to these allegations p p m for example it lists a number of what they consider to be false or misleading statements immediately after each each of those statements they say upon information believe this is a fraudulent statement and then immediately after that they say that this framing knew or should have known the status of her just being there is not the vehicle standard that's what they're essentially saying right you're saying in essence i mean is there i mean interrupt you i mean but what what mr pastore said multiple times was the group leading standard sort of carries the ball think i think your fear honor is absolutely right i think that in a common law fraud situation the heightened pleading standard applies to each individual the cases i believe that mr pastore has cited do not support that position specifically there's the laurel in that case there were three wells for there were three waku via and cities that were intimately involved in structuring and offering securities the allegations of that complaint state that the  state that the each entity had a particular role and thereafter they group them has defendants so the court the court said well it would be silly for you to it for them to have listed each of their tasks group them together and then separate them out so we didn't need so much persuasion again that was a securities that was a securities fraud case as was i believe the loose versus adelstein case and you're a citi group securities l all securities cases i wanted to address the press releases i think that those are the only difference between the st amended complaint the nd amended complaint was related to the ram  any specifically said hey i wasn't aware that this press release was going out i wasn't aware that the press release was going out and and no further press releases will be issued without your consent i think your honour's ha properly characterize that as this show that she doesn't have she didn't have knowledge she wasn't aware there's no allegations that she drafted those press releases like there are no allegations she drafted the p p m with respect to mr sh well she that mr shapiro is quote smart and she's a cofounder of code smart but that doesn't mean that she was involved in the drafting of that that's something that they made that they have the burden to it's it's it's i believe mr pistorius had said that they had drafted the press releases the p p m the f c c filings any of those things again by virtue of her just being there doesn't create that liability and because they're unable to allege these factual allegations that's fatal to their negligent misrepresentation claim because you can't show a false statement as as as my colleague has indicated their special relationship element of that isn't it is hard therefore those causes of action of faith are doomed in the derivative cause of action there is no breach there is no causation without that knowledge in the aiding and abetting if there is no knowledge and there is no substantial assistance like there was in the aiding and abetting of the fraud there can't be ensconced in the action independent of those the derivative causes of action are they don't because they show  damages to plant that the derivative cause that the derivative causes of action require damages to the company simply saying because the company is now defunct and that that's been damaged that certainly an investment into into coach mark couldn't have damaged i see it couldn't have damaged the company and as a result and as a result the derivative clinton should also fail for an independent  you're on because it's implicit in your corporate duties that you shouldn't be pumping and dumping securities you should be building the business of the company to real legit they were building the business of the company but they were out misleading investors