all right we'll call our final case of  i'll find out if i'm pronouncing that correctly versus commissioner of internal revenue they set forth an exception to that general rule and it provides that if a taxpayer receives not only stock but also other money or property which were put in one pot by lance's boot then that gain is recognized and the extent of the money or the other property receive now section three fifty six c deal specifically with losses providing that quote no loss from in exchange or distribution to which section fifty four would apply shall be recognized and this is the point of contention between the government and  example three of the regulations and we would allocate a portion of the basis to the archer shares and to then on our shares and by allocating that basis without essentially well additional consideration receive the thirty one million dollars or so in consideration received with respect to the non our shares should be nontaxable the twenty three million dollars or so that was received with respect to the cash that was actually received would be partly taxable and partially not possible although it would allocate to the and we would recognize the start of the let me step back because this is the same analysis and and a four in three actually reflects you were open green from the tax or when we take the cash value and the value of the stock together with the fifty three million when we're looking at the nine archer shared realize we think seventy five percent of that that that takes us to the forty million figure and that's why an in your brief  en the internal netting theory what we're looking at is the forty million minus the five hundred thousand which takes this to proximately thirty nine million right and that would be a  that realized being would be embedded in the or true shares and a portion of that realized gain would be embedded in the cash and we would be forced to recognize that under section three fifty six isn't the next step after we do the netting  universe united states the supreme court made very clear that federal taxes determined by reference to a taxpayer state created rights and interests and property so to really understand whether mr c in only a but fundamentally here is what we look for we want to make sure that there's a written agreement which we don't have here we want to make sure that the party functions as an agent and not as principle here he can't really tell what's going on he's saying he's he's acting on its own behalf he's never once represented in any of the documents that he's working as an agent and it seemed that he didn't hold himself out as such and rejected the assertion that the taxpayer excuse for rejected taxpayers assertion that he should not be bound by the agreement said he and it entered into it may well be that this deal could have been structured differently maybe there were non tax business reasons why this deal was structured to radius but once all those documents were signed do you know since stands for the proposition that of the agreements were by now asserting that that he was acting as an agent of the taxpayers attempting to change the terms of the agreements that he entered into  to raise the state wrong issue here but the irish should not be forced to to engage in that type of complexity in looking into a contract where it's clear on its face what was going on and so here the taxpayers own words or agreement and disagreement led the i r s to its actual findings that the taxpayer bought the shares for his own benefit became the sole shareholder of such and completed the merger on that basis so he can he's simply just trying to get out of that that you know that he entered into against or recognized what you read to see the twenty three million by the seventy five percent under three fifty six that becomes the recognized going and he would then there is no can be no recognized last under the clear terms of three fifty six c so you can't net those two yet again if you are going to allow netting at all which we don't agree with that there should be really expressed the preclude by three fifty sixty in the language of the statute talks about as you know was from the exchange or distribution shall be recognized as that permit three holds that each item of property transferred in a merger should be considered separately because the rajah could have gotten a room that is that any treatment of such letting that would have the effect of allowing the ross is contrary to the plain language of the statute in the regulations it when when congress wants to write a statute that allows for a net ga just kind of carry your basis over but then three fifty six comes in and says but if you received cash or property with the fair market value that you couldn't recognize that and so what would but that blue rule doesn't mean that it's an occasion to claim a loss that you haven't really seen that and so that's why in this case that the value of the twenty five percent of the share there are shares that are that are turned into the rest they will continue to have that fourteen million dollar basis because that los doesn't mean that the tax court could take those statements in the preamble and treated this wall and then rule on that basis as as they suggested their priests the irish does this all the time they will seek advice and comments it helps them do a better job in their rule making to date absolutely nothing has been done on this and i checked there is no ongoing project with regard to this issue so parties on opposite sides of the transaction are treating the same transaction centrally in this case order and see we're on the exact same side of the transaction investors on the other side of the transaction was structured this way try to figure out why why