nonprofit charitable institutions in chicago and we the foundations were created by karl mccormick tribune company prior to night to two thousand and seven they held about thirteen percent of the tribune company in two thousand by very sophisticated and aggressive new york lawyers they represented the litigation trustee and representatives of their clients the distressed debt fund raisers that acquire junior debt plaintiffs there in the naming five thousand vidual defendants the board the special committee the board management financial advisors every shareholder who received fifty thousand dollars or more  video i believe in the foundations are there any members of the foundation's either either entity they are part of that special committee know were there ever any members who were part of the special committee of this foundations was also the c e o of tribune company and was on the board so these cases were consolidated here's an empty southern district of new york five years later multiple motions to dismiss and then filed one major claim for oil from conveyance actions against three thousand shareholders defendants including the foundations has been dismissed and is  a single against the foundations is remember the foundations combined thirteen percent of this company the claim in the complaint on breach of fiduciary duty is that ownership of thirteen percent of the company converted the foundations into the controlling shareholder of the company which is absolute nonsense on the wall over expecting that to be a time in the past when they are more like you but only thirteen percent they're not even a larger share of the family that sold the times of your company to tribune company in two thousand  and in each instance the defendant the underlying defendant was sued for violating the securities firms and in this instance we say that when you read the does not require violation of security still this one does and that's the fundamental difference in the core here adopted the same reading early reading that was consistent with cerberus and that's just the laws the bankruptcy laws can arise claims under those was arising in number of of context factual contexts and the mere fact that the insurer in favor of coverage particularly with an exclusion to raise something that the common person would read and understand the way that they're trying to do it now that's for it's not the case here and circumstance would be that the exclusion that gallagher has relied on to deny defense costs doesn't apply and would you have to establish other things in order to would you have to present other evidence or would they have to present other evidence to determine whether in fact a duty to defend existed i think you know we were very far to go but i believe we are at a point in the case where there will be come up with all the claims that they're going to make but you know we will need someone in the court to conclude that this was a mistake by them that they should have given us a different advice and things like that connection with the securities purchase or sale securities that's never been an issue in this case the issue is whether the language that has been read by the court by mr mccain covers these liability in connection with the offer to sell her purchase or the sale or purchase so she kurds know all a con but that's it that's an issue in the underlying cases involve the c here i can't remember the name position of you on the debt talks about transactions that the interfered with the special committee on issues about transactions but if you go back into the complaint the first points of the complaint that special committee was charged with maybe the organizing assets reorganizing management packages looking at options to bring the company into some sort of  if it's going to be clear or not in nice in doing that there is a sale it's a sale alleged to have occurred when the company earns less you left the company insolvent or while the company  something but in that kirshner they're talking about all sorts of options that that committee could have done and the allegation is that the foundations try to be improperly influence to the framework of the allegations but to substance and if it's about the sale or purchase of securities exclusion applies that's correct that's a question i was the once you accept one interpret one reasonable claims that are similar or related to claims the wedgie violations sutter we did not ignore the third clause we interpreted this third clause talked about the third was said when actually any other provision of statutory rape comment was used to impose liability of any other provision like the ones above what did he say four times he said the idea that when there are several specific items the severity of the specific securities is here to say and other stuff like that any other provision that does what those do then it's going to be