the trial court judge rowland in granting summary judgment began here is the decision eight that exceeded fifty five million dollars right to the bottom line well now i know that to wait also presented an expert testimony that the one nine hundred ninety six audit had little if any that there was one hundred fifty percent well i'll quote specifically from zero zero one four three one the inclusion of the sixteen point four five million in revenue which is what you asked me about perhaps using that treatment was big not any so much i understand when i'm not quite following his whole on what basis was saying that wasn't well known urn when it was first  objected to by some people i gather others said well we think it's fine to do it that way but the point is the fact that the sixteen was being stuck there wasn't some underhanded sneaky thing was right there on the right everybody knew it and some people thought it was bad to have done it that way should women earn that way not at the time of this it didn't just talk all that didn't just bubble up at the time of the strand back here after this transaction that was known long before it strikes me what's the evidence that that's not true or why isn't that even relevant ok in the registration statement where reliance is presumed furthermore if you look at and i think your honor what you were referring to with respect to the market nobody that i think you are referring to professor beavers relevant that i thought your answer in the second right now gone well what i was about to say was that there is no defense for section eleven case  and that's i think that's a very critical point in answer to your question you know her and the second is that the that that there was a question about it didn't excuse the lawyer from his which turned out to be that ninety four million dollars we have a situation where within six weeks or seven weeks of our merger agreement company broke down the entire equity of the company and the like hasn't explained it exchange for stock work to continue working at the n p a facilities and have long term arrangements to take care of their patients that sluice that specifically applies to the trait to this relying upon in other words language that was rejected by congress that said that if there is if you have a publicly traded company that has stock listed at the time any any new issue doesn't the time that was in that was involved with their their work which i think is as i say as another basis for finding that there doesn't apply  you ask me your honor whether it's them that i think i answered the question about whether they're under right or that that is disputed whether they involve the public offering the public offering eventually would have occurred absent their respond or rebut anything in professor be recessed and we also put in an accounting expert william folder of us see that was not for purposes of summary judgment that was for purposes of trial if we ever got into the accounting issues and  causation professor's beaver's report and his name is never once mentioned in either of the two stevens reports one will look in vain to find not only a refutation of professor beaver but even any reference to professor what was reported that  transaction causation argument so i think what one would do is one would look at proposed or stevens report and one would say is there anything in there that goes to whether or not all the information about the gas payments in one thousand nine hundred six had found  way into the market and either related to some inflation of the stock price on march twenty eighth one thousand nine hundred eight when they bought or related to the decline in the stock price after march twenty one thousand nine hundred eight when they have not more than is this court kno fully reflected in the stock price long before march of one thousand nine hundred eight hundred we know that we know that because it was covered by all of these analysts as a judgment and it was referring to and including the one that was most critical that was repeated in other statements even if it was one that had to be bought by other people it was repeated by everybody so whether it was good or bad or indifferent on the accounting treatment the important factor material years it was all out there in the public domain and that happened in one thousand nine hundred six one thousand nine hundred seven there were no new disclosures or revelations and mr stevens doesn't point to a single one in one thousand ninety eight that related in any way to the decline in the stock price so now they say it really doesn't matter who cares if the market knew all about it has not relevant to our information out in the marketplace he looked at the responsiveness of f e a stock to that information he looked at those days in which there were significant movements in the start and he could not find a single one of those that was related to the so called nine hundred ninety six misstatement one hand which is like reliance and profit causation or loss causation reliance is not a requirement of section eleven transaction causation is not an element therefore section with our expert does not address transaction should for that reason he only addressed materially in last causation their expert fail to perceive that difference and the one statement he made was a statement about transaction causation a reliance he said these investors would not have bought but for the m since reliance is presumed we're not arguing about that what their expert didn't do is didn't go on to say ok the stock dropped well first of all the stock was inflated by this much and here's why and demonstrate that part of that inflation in the price of the stock was related to the gaffer and he never did and then he never did the second and he didn't even go and look at the drop in the price of the stock in one thousand nine hundred eighty in say that was related to some revelation or disclosure about the gas pains if you contrast that of the second quarter earnings were going to be disappointing it had to do with some restructuring and write offs that had to do with the resignation of the top executives it had to do with an analysis by management that they were going to fundamentally change the nature of the visits that's what  the price to drop that's what law quotation is about that's what you'll find if you look at northern telecom if you look at the gold france case or if you look at imperial credit which is the case in this in the circuit in all of those cases to show off opinion that was tried for example by the expert mr ferguson in the northern telecom case and of course that doesn't work you can't meet a very thorough method of the event study that looks at all these things through regression analyses and statistical analyses you can't just meet it with a single conclusory statement that i think somehow it was related to the losses and so here for them unfortunately mr stevens only came forward really with a fairly lengthy can of bill folders report being our accounting expert but that was never at issue in this motion for summary judgment we are not arguing here today whether or not the getting much were right or wrong daft or not camp we're assuming that they were wrong and not  a i'd like to turn through a couple of other statements with respect to the obligation of an auditor it's very important not only that we look at sectional level and what it actually covers it only covers statements that were made in the registration statement itself doesn't cover other statements made outside the registration statement has to be a statement in the registration  props specifically about what authors responsibilities are in these circumstances there are very limited we have to follow the statute you have to follow the case law and you can't just throw up a lot of twenty five stuff in a section eleven case and say something bad happened like you might say to the jury security at the time of the transaction and as jack fernanda said in another case it would be middling strange for this not to be covered by the sluice although he was he was not an exclusive case at the time and the reason is because if you look at the broad purpose the legislative history you look at the plain meaning of what is in the statute under salusa it clearly covers all five sections that involve those securities that congress wanted to be under the federal jurisdiction it wanted all securities traded on the new york stock exchange nasdaq any of these national changes all have to be of listed it matters not whether or not it was registered in their name at that moment in time that is not the said if you have one type of security what's called a common that is traded on national exchange that should somehow exempt you and it should be part of a covered security if you come out with another offering a preferred stock or debentures or some other type of stock that not common stock and so all district court correctly granted summary judgment for vote for the because the whole team played no role and had no involvement in the public offering by which the plaintiffs acquired f e a shares and merger agreement between a merger involves in the first instance a business deal between emerging partners and emerging parties oftentimes higher investment banks to act as financial advisors to value the other side's business to assess mergers synergies to advise the client in merger on the merger terms and to participate in the merger negotiations advisor to f e m a is primarily contacting its counterpart as it was to do under the protocol if you know the words it is representing f p a in the negotiations it is demeaning acquisition ninety eight by rule the act of submitting this is f c c will one forty five which is the pivotal rule here the act of submitting the executed merger agreement to the shareholders of the company being acquired for their approval that is subject to the registration requirements of thirty three act therefore a registration statement is to be prepared and file and of course the registration statement includes