painted in terms of the allegations regarding two september meeting where no questions no comments no feedback were allowed by the board with regard to the upcoming merger with ergon in fact november statement i think the total was approximately one point eight million in total losses which if you compare to their to their stated retained earnings is a full notice that was sent out to the displays go to the credit union members had i think ten percent retained earnings to total value and displays value hit eighteen percent when you mix them together even with what we allege is the incorrect numbers because they came from june there's also some other factors that would make them in great numbers but even if you were to take those numbers at their face it dropped and then and this is not the same then the entire loss for them is completely in purely financial i mean you're talking about people who got to participate in the criminal you should take it outside of the context of a normal corporation we own best in corporations we buy stuff we buy mutual funds it's a pure investment tool for most of us a credit union is made up of members there is a value that is inherent to being part in a participant in a local community institutional credit needed and what was being done is they were being touted with this other larger credit union primarily the big the big own totally essence we can throw out there if you want to it's not a big deal because remember you're dividing the total assets by the total number of the members of the credit you you have a word group of people together you're going to stock ok it's not fair to say to someone you're going to give up your membership in this small room financially some institution can go to this larger with  and tell them things that are not correct it's just it's it's not right you have to be given a figure shape to make an informed decision before you buy onto the next institution  that brings me to the idea of not having standing here for there's there's two different types of actions that you can bring against a corporation or in this case against a credit union one is direct the board of directors makes those cards in the stream of decisions but on large decisions like are we going to be at this institution or are we going to be under the umbrella of some other institution no clearly that is something that every member of the institution mean a direct way for the parents of the right to vote because you're trying to procure one of them based on false representation which the fish finder will decide whether it's sufficient or not sufficient to to to to do it now in september i'm certain you are is thirty three notice the august thirtieth notice contain what was supposed to be an assessment of net worth it is in june thirtieth and so basically thirty days later they're going that are huge discrepancy there was troubling to us but we couldn't make anything of it without going through discovery to find out a little more so we pled or complained of things that we could conclusively show were just flat even just looking at what was provided to the to you in what appears to be a false statement i'm saying did the things outside of the false notice for the false information provided  up these figures don't get off but there's something going on here that is very difficult to understand fully support i think the answer your question or your honor is point three eight percent if ever there was a case where the business judgment rule should be applied it should be applied to protect its directors of the losses amount to approximately six hundred fifty thousand dollars i believe the figures six hundred forty six and something actually six hundred and fifty thousand dollars the assets of our current credit union were members of the displaced credit union i submit that that is a trivial number and the numbers that losses it going to parts about following the merger really have little relevance here because they claim is based on misrepresentations and what did the board know before and what did they reveal or which they should have revealed at the time so if they really did it  credit union then the percentage of losses is even small corps we're still talking about less than one half a percent now and this does not help  and and are playing by the seem to realize it because they don't really focus on those damages they focus as counsel said on the right to vote now the only case in illinois that actually deals with the right to vote as a basis for a car business failures case which is based on delaware law but it actually deals with this issue of a right to vote but it's a very different case from what we have here is it involved an express them so they went and looked at other cases they found this nice case from the ninth circuit which is also based on delaware law but nicer is case and even nicer case and the current state of the delaware law seems to be that if there is an informal right to vote that is being that underlies a claim this can satisfy the standard for a direct  however that does not help to play just in this case because as it nicer is a case a cite and is in the delaware cases that it did follows such as j p morgan chase which i provided to you last week the consequences are morgan chase one further to say that there are no nominal damages available as well especially where you have a situation where the entity with which you're merging is an independent agent entity and not an it's controlled by majority shareholders for example so they the result is the same the case is dismissed whether it's based on a lack of individual standing or it's based on a lack of compensable damages violation of the business judgment rule they don't really make any effort to do that they'd make a passing effort to claim that there was a demand made to make you know whatever to claim that the refusal if there was one that do it one is either a lack of disinterest in this or a lack of independence on the one hand of the directors or the second prong has to do with whether the the action of the board was a valid exercise  the business judge who ruled yet plaintiffs make little effort to the ledge and the lack of disinterest in this or independence in this case these these directors had no personal stake in this matter and that was different from anybody else and there is no allegation that they acted with any kind of self interest or are the kinds of things we see in many of the cases where futility is a basis for derivatives instead  business judgment and decision based again on these numbers that supposedly were these losses of six hundred fifty thousand dollars which they contend should have been made known to the  examine the procedures that were followed by the board or you look at the end result that pointis are claiming he do not have a you can't overcome the business judgment rule in this case the business owner who of course is also the face of the underlying claim of breach of fiduciary duty and there's very little more to say that the basic claim is that they should have known about these numbers they didn't provide these it doesn't come with the the skill with the consumer fraud act in the first place this is not a sale this is not a transaction there's no merges there's no in specific investment by the the sugar shareholders in this action which is basically which is nothing more than an approval of a merger therefore is not a transaction under that under the consumer fraud it is not a sale and purchase or distribution edition even if it does come within the scope of the it falls within the if section to the act the contains an exception for actions that are regulated by state law and approved by the state agency that's exactly what we have in this case and has exactly with the rural firefighters case said that would apply in the present in a credit union case they didn't apply in that case but they held that in that case that the credit union action following those procedures would in fact fall within the exception to the consumer product and in this case we have that kind of thing we have we have procedures are set forth by the department of professional  gent and an organization that follows the regulations entirely and finally although because we believe there is no claim here and there's no standing we really don't we think the issue of whether this markoff executed a valid release of her claims is really not it's not necessary to reach that and in fact we will stand on her argument there we believe that she did because it was the the merger issues were certainly contemplated they were even referred to in the release itself and we believe it's broad enough to cover that plus the actions there's some argument about whether she was the actions that are being brought here are after subsequent to the release that is where she releasing future claims well the crux of their claim is that the  board abused his authority in approving the proposal for the merger that took place before she signed the allegation is that their proxy solicitation was not complete didn't include this reference to these losses that actually took place before the release became affected the only thing that occurred after that was the merger meeting itself notice that was provided displays daily credit union head one one million four hundred fourteen thousand and change in retained earnings for a total value of seven million six hundred fifty six thousand constituted eighteen percent of the total absence of bad of that bank compared to our going on they had eighteen million dollar retained earnings but it was spread out amongst one hundred sixty of billion dollars or not it's still it's new the individual number of the same way and for this group of members the communication value is roughly forty percent for them that's how it affected down there it's not some small us i would say that the case law here recognizes the right to vote as something that can be carried out in the case law that we've cited to you does that so whether the damages are what now will for the purposes of establ