good morning i mean this will gehring representing lester leader of north northward in indiana  issues in this case primarily revolve around the exclusive provisions of indianness the center right statute dealing with dissolution of private companies for mergers revokable trust and interpretation of that statute should be determinative of the primary issues in this case and let me put the facts were now there was then a bankruptcy petition filed by lester me personally that was january third two thousand and twelve and this now is a case that deals with westerly and his personal bankruptcy in august twenty thirteen and adverse atmospheric receiving was filed by their vocal trust these minority shareholders interests to pierce the corporate veil to hold mr leap personally responsible for the three one forty four eight see a deals with the center right and it gives a very specific remedy and the specific remedy is a judicial valuation procedure and it could include claims of fraud or misrepresentation or misconduct but that is the exclusive remedy in indiana and that is the remedy that was used and that remedy according to the in this report in the flemmi case flemming versus international pizza  legislature amended the statute and this let's leave history is set out in the for me case then what about the comments that he's making along the way going to do everything he can to basically hurt the other parties and he's going to screw him no matter what certainly and going on and then proceeds to go ahead and at some point when he transfers the property thing somewhere starts to liquidate whatever to take everything out of there and so that's when you talk about piercing the corporate veil i'm not sure what you think you're something to going to the supreme court's going to do sure the  legislature's praga to say the only remedy you have is the judicial valuation procedure not person the court be on not going after stockholders shareholders or officers piercing the corporate veil is not part of that and that was that was the you know that meeting bankrupt the questions that you asked about the comments that mr lee made obviously very unflattering picture of lester lee in those comments but keep in mind those are in the trops warts opinion in two thousand and eight both were already taken into account those comments were already part of the record and they can't be damed used to assess damages against mr levy later because the exclusive remedy for pre contact conduct is the judicial valuation now the bankruptcy court and the district court agreed that that was the exclusive remedy pre merger but there s merger then perhaps we can pierce the corporate veil that's the issue then the distinction that the that the supreme court of indiana did not make that the bankruptcy court and the district court are making and that's the issue we think needs to be addressed the in this report courses the legislature made this decision and they've made this exclusive remedy and they've that's their prerogative and we're not going to do any allow any other remedies because this is specifically case that was under the statu twenty three one forty four  now look at the one the other issues that were brought up is them they amount of damages because the court somehow found that the damages of mr leask post merger conduct somehow equals the market it's under an auction somebody they direct or size the option after the merger less than lease the sole shareholder he buys that property from the corporation for less than what the unexercised option was for and i think we're looking at the documented one point seven million according the record and he paid one point three million for it now that's not a seven and half million dollar loss if it's secured creditors they have priority over a judgment creditor so if the secured creditors took the assets of leases of america they were entitled to those assets and that would not be in actionable action dollar loss what was the basis for that determination i was is no evidence of damages from the alleged post judgement a post merger acts of less the only so there's three options here one surf cation in its report or that narrow issue about post merger conduct whether you can pierce the corporate veil the second would be to find no but the supreme court of indiana was correct in their interpretation of that statute and therefore the case should be reversed the third option certainly would be to see this case go back to the trial court bankruptcy court because there is no evidence to support the amount of the judgment if you find that person the corporate veil is appropriate to trial the valuation date for this case is june of two thousand that's the the the merger date the what's important values the stop the minority interest stopped as of the date of the merger so it is impossible to value or to deal with unlawful behaviors that occur in two thousand and eight or two thousand and seven or even two thousand and two it would be it's unknown those facts are unknown as of the date of the trial and as of the day the valuation in the can't be dealt with eighty's in particular india and wanted to get progressive for the business environment and the business world how do we do that how do we be welcoming welcoming to mergers and acquisitions in the progression of commerce and in late in the twentieth century and well throughout the twentieth century and get with it well mergers and acquisitions are inviting to those who are so inclined if they can be gummed up for years in with injunctions and with litigation involving not only that the value of the interest but all these claims against officers and directors that did bad things are wrong things or whatever so well i just wanted to put a little texture on on that sequence and the there was wrongdoing both before the valuation date and after the valuation date we actually valued in the merger truck perspective on the dissenters right statute the flaming case in public policy everyone agrees that the that flemming in this genre do what i say colorized the texture of india's sitters right statute as we've seen in the opinion of the bankruptcy trial court and then the affirming opinion by judge young in the us district court for the sons of some of the district as well as in the parties  lead trust in the underlying state court proceedings after the valuation occurred after the evaluation trial that ended in about september or october and then depositions were taken on proceeding supplemental on that judgment proceeding supplemental or part of the same action it was not a new or separate case there was no tort filed claim filed to collect the judgment and it's not a separate case not seeking other damages it was not resolved on the merits until after the bankruptcy was filed in the bankruptcy your procedures required the bankruptcy claim to be resolved as to whether it was a valid claim or piercing the veil and whether it was an applicable if valid legal path it is is the supplemental path seeking only the fruits of the appraisal judge and the right from the statutory process to liquidate the value of the former shareholders property interests in the company interjecting public policy how can it possibly be that the legislature wanted the state of indiana wanted and the flaming court wanted to say well if you strip the company eight years after the valuation date but the very same time the trial is alleged creditor my colleague addressed that issue as being secured credit or maybe he was maybe he wasn't you have a paper but he was also contesting in defending against that he was just running his own stripping the excess out just what happened is that we were in trial in september and october of two thousand and eight and then but no it's and we were in decatur county for the trial but actually the it was a special judge that it was a jennings county case jennings county was the preferred been you under the trial rules for any lawsuit that lester would have filed in connection with his business he did not file in the preferred venue county that would have gotten the newspaper there would have been publicly known we would have learned about it immediately he filed it in another county i think it was mess again i don't remember which county but it was a county that was not the preferred to new hometown the first time we learned of it was after the trial after the judge with in this on the summer thirtieth two thousand and eight issue subpoenaed proceeding supplemental took lester's deposition they produce documents and what is this was the whole lawsuit where the suit himself in the various hats and entered into a collusive judgment that's been a part of the trial record in trials that have occurred in this case and in this bankruptcy court proceeding there's been three judgments or trial orders that have dug into the facts that's why this is an extraordinary summary judgment it's not like typical companies where he were transfers were going on but the seven and a half million dollars of assets that were transferred was stipulated by him both as creditor and debtor no he contests whether they they had that value well he's admitted it's an admission against interest you can't argue that they weren't that valued as evidence is clear in the case that's where the assets are the assets when under the judgment he got a judgment for five some million dollars believe group holding company got a judgment i believe for two million dollars and another company got a judgment for eight hundred thousand dollars and going to all against leases it that's against him as you would against him him against him and then they were supposed to be allocated and transfer to those it's deeds in those amounts but what we did again as a part of his castle and in on the mountain there is he transferred all of it to what's called the elite group holding company although they're going to stipulated value of five about five million i think for him the record i'm sorry i don't have the numbers exactly but now that are essentially what happened the what we're seeking to collect is only the damages derive from the statutory realty provide the statutory remedy provides the liquidated amount we're dealing with here but we can't get it he takes it out during the night and it's gone and we're seeking to exercise the collection b of the proceeding supplemental to the appraisal an equitable common law d fraud and otherwise unjust results with the assets are these still moot tells and things no i don't i think all the motels are going in the case and what are the assets there were a lot of them were land so our our path is one that is the path that has occurred that we're trying to burn through  speak is to prevent a legislatively and legally unintended unjust result in other words the legislature did not intend to bar this remedy of ours there is no language in the official comments to the new statute to the new senate right statute was new back in the back in the eighty's that would indicate so it was it was to stop the injunctions stop the separate actions and stop the brouhaha that would chill mergers and acquisitions in the end and it's worked well there's that there are going to have been doing at some point hopefully so one would hope not creditor would not get another dime from the company he is the company lester lee is the company and other tunas that he said that was made in the past it was kind it was judged it's a part of the state of mind and there's evidence that he said it something similar at the end in testimony during the bankruptcy proceedings or before in but close in time that's been admitted in evidence in a part two of the judgment at least one of the judgment where he said i absolutely made those transfers in order to keep them the lead trust from getting to the access it and  and looking at the question about exclusive remedy you know in the supreme court of indiana this is on page twenty of our apple in its brief that talks about this given the potential for disrupti provision in the model act that included bringing in action separately for unlawful or fraudulent actions the indiana let's let your remove that section as it says in the legislative history took it out so that this is the exclusive remedy and that was as the supreme court said in fleming that became it's within the a product of the legislature and they believe then that this is the exclusive look remedy aside from those the other issue that was race was the transfer of assets by a court order  america but they were other affiliated companies that load a lot of the means part of his transaction a separate bill separate from him who in his way they're talking about he shuffling around he's got different organizations  they had a counsel who was representing the outside interests of different attorneys but i'm in terms of piercing the corporate veil in our brief we also talk about this is important as the guitarist versus kennedy case which is