this overriding issue as to whether or not as to these overseas sales which is the overwhelming amount of the claim that is that was before the correct when they're asked to beas overseas sales  securities the court properly exercised jurisdiction and this is an issue which really hasn't been addressed by the st circuit but has been addressed extensible he st five united states supreme court and then  jurisdiction over transactions which have a foreign element the court has the vibe either one of two things either that it is a transaction involving a security traded on a domestic exchange this was these domestic transactions he courts have predominantly in the court below apply the standard of good irrevocable liability occur for the sale of these securities in the united states and the court said the subscription agreements that he purchasers signed in europe were sent to the united states and irrevocable liability occurred only when i'm sending you if you send us the money if you send it back to us we will send you back this the shares it doesn't qualify it and say someone signing  signing subscription agreement it doesn't say doesn't qualify at all at a minimum i think it raises an issue of fact as  and it was meant to reassure them that the further steps would be taken right now that i don't understand why that legal issue would turn on  couple months ago whether the principle issues and the reason why the court catalog they went to the nd step of the park central analysis was because they said you know there's an issue of fact as to when the subscription agreements the execution of a subscription agreement i frankly don't see it because under inclusiveness by your client and representation the steps in not to create an issue of fact but regardless  jurisdiction then you have to go to the analysis as to whether or not there should be jurisdiction whether it is a predominantly domestic or foreign transaction and if you look at the facts of these transactions these are all one hundred percent of the investors were offshore foreign investors are not that i believe judge thompson was beginning to point to this there's a lot more evidence here and merely when a liability  set in your client in fact produced the marketing material they supervise the guys who had the direct contacts with these agents the four different agencies in a different countries they prepared the materials that were being sent to potential investors this was headquartered in there you are a solicitation was made from new york no question about it so there were lots of direct contacts the subscription agreements were signed in new york but the court still found that the disclosure made of these extraordinary fecit bed and that in the moron's cover letter and it was this this is a package that was sent to the investors after they had been solicited by the overseas entities and after they had agreed to purchase e mail hamburg hamburg hamburger a document to send to a chile with talking points to make the sale but that that  commissions would be taken out and furthermore i believe your description of the packet that was sent was under inclusive there was a letter from moroni signed by him the stock subscription agreement and instructions on how to send the payment in order to complete the purchase correct  clients chose to do nothing about that now it could be that this test does not include the action and the case  obvious risks to investors is that the argument you're making it's only actions and not in actions that can be considered well in me so for example your hon fairly easily on these facts with respect to morrison i wanted to st point out that the purpose of the securities laws is not merely to protect american investors i have to start with this because this is an important point is to protect the marketplace is to protect  competence in the american market is to relate american issuers brokers operating in america i mean these acts were happening with the issuer brokers operating in america plans developed in america so that so he certainly had greater involvement on the undisputed facts then you're your bird you know under lorenzo p s e c essentially the dissemination misrepresentations and documents constitutes securities fraud and that occurred here when they when they sent investor packets containing the documents to the investors that they knew did not disclose these exorbitant conditions that they also knew would consume virtually all of the funds that investors invested with them that alone is enough and it certainly satisfies purpose for europe or section seven hundred and eighty three dollars we believe that it could have it also satisfies the other provisions but again we didn't appeal that it's just  an email to the investor and they sent the documents the marketing materials the subscription agreement and that was the communication that actually undertook the sale which they then shepherded from beginning to end culminating in sending certificate so certainly providing the cost crypt was one important aspect of it but there's so many facts here that support your books liability and groans liability that alone is you know this supplemented by a lot of other evidence in both of those cases be to security was an interest in a foreign corporation here it's an american corporation that's the issue or to both of those cases the corporate defendant was a foreign company here was an american company a delaware company that was operating in boston also important could elevate was that there were sophisticated institutional investors on both sides that the nd circuit said incandela bay they could bargain for the protections of u s law if they wanted it they you know they don't get it now essentially but in this case the victims were that is the tast said then that gets me to next question how many of these cases are there are still out there that are going to be governed by these name change that congress has made in the statute very few i think this might be one of the last not to last one you know i'm not aware of any that are sort of regulating the system glow and for purposes i want to point go to the broker point you know what their actions really go to the heart of the broken leg right registration requireme transactions for others and what the record shows is that they were securities progress long before they were hired by a defense they were hired for the purpose of raising capital they're paid a percentage commissions on each transaction they handled the securities they handled the investor funds those are actually distributing the securities from beginning to end he personally conducted the transactions in addition to all the other steps that we've talked about in terms of setting things up and also finally mention that your butt doesn't contest that his liability for section five judgment against them there's no way this where that sort of the terminations a real difference between seventeen a three and ten b and seventeen a is the c m to requirement but the court made no reference anywhere to mr herder having the c enter lacking see it there as a basis to deny summary judgment on the the seventeen and one and ten b violations but then startup technology company which was only developing prototypes for the for this bio defense this machine which was pushed him to protect against fire hazards the company was was never never got into the p disclosure with respect to this commission which i doubt which we knowledge he did not but whether or not that failure now turning to see had whether or not that there here is it was sufficient enough itself invest in the business itself that anybody would ever of us i mean what could be a more consequential omission but not disclosing those extraordinary fe were making disclosures that about their fees and that was something which was absolutely not within his control now the issue was whether or not he should have done something a firm of the year five of these investors that there was a seventy five percent commission being charged and i think if you look at the cases that we cited here does not rise to the level of recklessness for seattle purposes that you can find without any type of hearing that he acted and the fraud hit wasn't he again he in his role was was secondary you know he was in the background yes he did was involved in promoting the company but he was not end and january that there were some section five or section fifteen violations well we don't know i'm from the record below whether there were any sales that were actually made during this period so while there may have been some s activity got missed them around in that three month period we don't know if it was consequential that were very resulted in so many securities limit talking about the the navy seals and fraud we're talking about is this overseas period and the overseas sales should disconnect from the hearing at this time