disinterested in this is that they may well very well be liable to the state the state may have a claim against those officers for their conduct leading up to the bankruptcy and as the the bankruptcy courts recognized in  delaware in the essential therapeutics case and also him in michigan interstate railway it simply unrealistic to imagine that if partnership that includes one of those officers could take an objective just passionate look at his conduct and investigate district judge took a pragmatic view and as i understand what he's trying to do it is in here to the desires of the state and the creditors and if there is a problem that comes up and can be handled on an ad hoc basis it's a very pragmatic approach on the other hand you indicate there should be a person a rule with that never comes up what is wrong aside from the applications are often often accompanied the initial filing the creditors are not even required to be notified on the shooter's notice it goes to the u s proxy so there's no potential for discovery to investigate  issue of whether the there's a claim against the officer and if you don't have a disinterested counsel who's going out and investigating that and developing evidence of that issue it's entirely possible that no one will ever find out u entirely natural tendency of the firm evaluating you know the potential claims in the estate to say to themselves well you know our one of our partners was involved in making these decisions so surely they can't have been such bad decisions that's a natural indeed and the the target is response is to say well you know he was something ministerial he didn't do very much but again at the at the beginning of the case when you have counsel coming in and saying well sure he was a partner but he didn't do much that we don't know and that maybe you should have the definition of this interested applies person by person the us trustee is trying to read some extra words into one to one fourteen d here which is the person a person is disinterested the law firm is automatically vicariously disqualified that is not what the statute says this case is very similar to the enterprise acquisition partner's case the statutory definition of insider does not include a wholly owned professional corporation of in that case a wife of a husband who would have been an insider herself counsel paulding counsel disqualification what the stack what a couple of things the council said do not mean true first of all when a bankruptcy firm like ours applies to be retained in a bankruptcy case there are massive disclosure obligations rule two thousand and fourteen requires that the judge that the firm disclose all of its connections with the case and it's a continuing obligation that goes on throughout the case and here there's no might be with the client with kara vision and we have partners former us both the asian with care of that but we were we are required to disclose that and notice all the creditors of that disclosure so that they can object and they can do two thousand and four exams there are methods for them to get discovery people are concerned about it and your honor this is a problem in every thank you let's take it let's take an example because the argument the argument raised by the u and that mr hall was involved in it what the trustee is saying that it's going to be hard for a partner just for an associate to say that one of my partners is involved there must be another reason for it it wouldn't be as aggressive as finding out what happens now that would never happen in life and walk and i understand that but the bankruptcy rules are set up with the idea in mind that all lawyers are not angels and he's doing we need a prophylactic rule so that if this ever came up it would not cause a problem the only way you can do that is how the entire firm disenfranchised from the case that that's his argument now what's your response to that rather practical approach my response to that that's the case with all kinds of conflicts that people you know enron world com those firms have to disclose all the time when a new buyer comes into a case you can see that if the going to settle to lucian does not i mean if the government if the government's argument has merit here on th decide on a case by case basis for someone who is not an officer there are automatic disqualifications and there are taste by taste look at the facts this is a case by case scenario  and the other thing is just it's just not in the statute and it may be a good rule but it's not the one congress has made here it doesn't say that there is no language about vicarious disqualification here the best written opinions on this subject are just prior to opinion and the s s retail opinion and even special therapeutics case judge wallraff doesn't even look at the statute she does not examine it the words don't allow for this automatic per se prophylactic rule they're not in the statute what you're with your is doing is the argument is a good one for this right that's the only problem is it's not the law it's here and now when you say it's a good one i think the case of x that's retail kitchen done did a fine job in that case without problem i think in this case all the assets were sold this never became a problem it's never alleged to have became any of a problem that to me confirm risk them of the actual policy which is this is a case by case basis i think if you are the law offices of michael hall and you were a officer of this company you cannot represent the company because you know and it also reflects the modern day rule here late when watkins has over fifteen hundred attorneys the fact that one attorney was in this case and i agree he was an officer i'm not arguing that point but the point is he took corporate minutes they have to have someone to take minutes you know that have a secretary under california law it's common practice in silicon valley to do that should that they disqualify an entire fifteen hundred lawyer law firm that has the expertise that there might be some wisdom in having a prophylactic rule i don't think that you can get there is no such rule today it doesn't exist on the books and i don't think this court has the power to create one you know what your position is have all concluded within the california ethical rules that such representation is appropriate the first two cases i mentioned her directly on point and you know when you have noticed all creditors and  judge approving really the equivalent of a waiver which we all acknowledge any kind of conflict like this can be waived the other thing i would note for the court is that not only is the statu clear so you don't really look at the legislative history but there's nothing in the legislative history that suggests this vicarious disqualification was what congress had in mind so it's just simply not the law finally  honour's i would state that under the five part access retail equitable test should you disagree with my analysis i don't think there's any basis for not pain and how late in the walk in the creditors fully expected that as lawyers would be paid and that i think the amounts were reasonable there's no allegation of bad conduct here there was absolutely full disclosure that it's undisputed u point the main difference was it was getting done versus left and watkins i mean the case is only just identical what are we to do other than proceed on a case you know you're so lucky to have something on all fours essential therapeutics didn't even exist then and i