claims is that the company made corporate decisions for the benefit of the aesop participants and to do share is without respect and without being mindful it's the corporate few surely duty obligations and so to answer your question your nothing of the rights and protections that should be accorded to the corporate enterprise and to the residual claimants which were the creditors at all times during our at all times during the beds that are subject to the claims  but i represent a litigation trust that was established for the benefit the creditors are litigation trust does nothing for equity equity claimants have no rights and they enjoy no benefits of any claims that we bring in that makes sense because the bankruptcy code is designed itself look solely at the law itself i or a connection with or reference to interest so in that way rutledge looks at it fresh and we think it's helpful and informative to the court at the focus is really on the odd self and less so on the claims as structured any particular way delo or corporate law does not cause this uniformity in any plan of ministration delmar corporate laws and applicability that i could interrupt in seems to me here require not only reference to but very close examination of the plan itself and valuation process so i mean we have all these rebel formulas like related to connection with reference to i'm trying to look more practically what a trial would involve right so respectfully your honor i disagree i'm going to tell you why i think perhaps the emphasis is misplaced evaluation as i said was key to all sorts of other corporate decisions that were made so with respect to officer compensation with respect in our company when decisions are made the valuation here was severely i would say disconnected from the reality that we were dealing with straight question is which is how do you value stock of a company and if it were not in the stock and we were dealing as the delaware corporate law deals with a log gen x ability with a company where officers all the time get stock  onus consent and same thing that directors directors you're got phantom stock and compensation that was based on the value of that stock those decisions happen all the time and valuations of companies happen all the time outside of the risk the context and this goes to the points of general ability and i know your orders said what you said about there being no connection with you know the point is delaware general court delaware corporate law would exist irrespective of whether there was an and that was because the state law there was a general applicability so respectfully i understand and respect the fact that one might look at this and say it were only performing evaluation because there was any but compensation or if you are to take the directors and officers at their argument they would always be wearing the aesop arista few surely have and they would never wear the corporate and so what should what should they have done has this to have conflict is  say to both sides i read the briefs with at least a little bit of amusement which is rare in a recent case as you were both telling us how easy the case is to decide given this dearth of case law summers drugs is probably as close sued for any aiding and abetting they did to duty that somebody else so it's a corporate duty that the directors and officers owed and they're being sued in account of in their participation in aiding and abetting of the breach of that duty well  wisconsin recognize that beyond that burbank griese case that you cited i don't think wisconsin was quite frankly relevant on that question because we're dealing with in essence delaware law cases filed in delaware it's a delaware then you move and who were on the seating in a betty theory right in bankruptcy court candidly in antioch got it wrong because the own opinion is it's a recommendation a referral to the district court and the bankruptcy court basically sent you a wire independent duty in order to on and i guess that to pursue this is concerned stout is stout could not be sued for damages under a essence leave creditors able to pursue relief against stout and for that matter arjun's when well at least against out when beneficiaries who would have been hurt by similar conduct would not be able to sue and it seems like an odd disconnect well it eleven has to consider that this is an insolvent corporation and you're looking at rights of different parties and that's the disconnect i mean the disconnect is in that congress never rationed and you know there's no specific reference to in fact you know those laws exist separate apart from the existence so to answer cost question judge hamilton it's a narrow finding that we're looking for it reverses district work and reman company what should happen then if if there is a company are you arguing that they can be protected who claims that they violated their duties the company buys hurting th honor respectfully i don't see the case as a conflict of interests case i see the case as the following the plaintiff's claims and each of there are i think it's sick blames all concerned the director and officers involvement in the aesop's valuation process the benefit distribution payment operational process intercompany lending transactions a they also require an examination plan documents and an order and acting in accordance with the plan documents so with respect to the duties that are alleged to be breached in the complaint they all deal with the over valuation and financial projections with regard to the aesop and without making it too complicated because as we all so a lot of questions or more than one question there but let me see if i can say now that that's perfectly fine your honor with respect to the way i think about this and the reason i said the case is the be very clear about that the reason i say that is because of the way the factual allegations are played in the case itself tethers the claims the very fundamental e stop duties with respect to valuations and financial projections and the other issues there are and judge wrote in her you began with these opposing counsel there are theoretical types of issues that could be presented by another case this is not that case this case the simply the duties or the the allegations with regard to what the defendant director officers did is exactly the duties that they are supposed to do with respect to the plant was a valuation and financ bit unclear to me but in reading the language of that case the court seems to stay that the center of gravity of that case although it's not clear from the case itself is not tethered to a recent plan so it does not relate to a recent plan the way this case very well it's your plan judge wrote or just to give you my intellectual construct if i were thinking about this there may be duties that a director or an officer have to value the plan that is typically or the stock that is typically spelled out in great particularity d in the employee benefit plan documents or the style to use a hypothetical to just illustrate the a director might be stewed for mismanagement in a different regard for example a director could be sued for failing to ensure that there was an adequate compliance program with regard to the foreign corrupt practices act a director could be sued with regard to failing to ensure that there was a program in place with regard to anti discrimination laws those are different types of duties and they're not in impacted here of the core duty impact you're out of which the entire complaint arises is the very fundamental duties that relate to the esau if i can follow up on that point think my reasoning now thank you for that the my reasoning is very extends to the case at hand before you and that is going to know your so if one share of stock is held by someone else then that person would be able to sue directors and officers under corporate law for those actions i don't know that i would agree with that your honor to be honest i have not  thought about that well suppose suppose only ten percent is held by an employee stock ownership plan which is not unusual as where it's part of the savings the retirement savings benefit the again i have not thought about the sliding scale with regard to where you may draw the line i just have to say it only gets to where you would draw the line in a case like this one don't you think that this should be paramount where we should yes your honor with respect to this particular case i think it is very clear where the line should be drawn because this particular cases in the case it was not the line drawing hypothetical or  scale of an aesop it is personally and in that in other circumstances and the way the allegations are played in this case it doesn't involve that at all so i think in terms of the development of the law with respect to our ressa the that was not addressed in your in your brief i saw one footnote about somers drugs no mention of the other cases and i really didn't see any say to any case that goes your way facts at all close to us country i don't think that there is we've scoured the law including the summers case in other cases we have not found a case that really addresses the issues that judge wrote in her and you are talking armed with regard to the what the reason i come back to the straightforward application of the law is because the arrests of preemption statute under any of the formulations by the supreme court is very clear i think that you look at the key and center of the complaint and the key and center of the complaint with regard to this complaint  everything arises out of the aesop obligations so it's all one plus two equals three if i could say it that way as opposed to here's the case that tells you what  interfere with national uniform rules regarding planet ministration and secondly the supreme court has told us in unequivocal terms that five hundred and fourteen a conflict preemption also obviously pre amps any state least with regard to my client arjun trust company and this isn't a case where it's all or nothing arjun is in a very unique position and you'll see why in a moment and the analysis with regard to arjun is much different than with regard to the to ask you a question that may seem simplistic but you know help us here what does it matter whether there are oh to duty to the company when it's charged with aiding and abetting the officers applying aiding a common law it ing and abetting claims to argue in this case does it interfere with uniform application of last employee benefit plans and does it impact a central matter that's where the duty question arises where arjun's duties when is really not an area of preemption other than to tell you to reverse below as arjan will completely of history the interests of the plan the participants and the beneficiaries to expose concern about the interests of a corporation its creditors its shareholders do that aspect in a key aspect of the supreme court test of when preemption applies to to a particular state law but you think we should focus on delaware tort law or wisconsin tort law  arjen operated as the fiduciary in wisconsin the court is obviously the claims are were transferred to wisconsin with good reason the beneficiaries the participants of the plan  in wisconsin so i would say that wisconsin law likely applies a little as you allude to judge alex and i don't think it matters whether it's delaware lois consul in new york law high a law or illinois law it's all preempted based on those core concepts that i that i laid out and keep in mind your judgment and you would ask i think early on a mission of and what a trial would look like in this case and i only i only circled back to that because you see several references in supreme court and seven circuit cases to the idea that when when a judge or jury determining liabilities in a particular case needs to refer to the plan to an employee benefit plan that is an important factor to consider in the preemption analysis and in this case you cannot determine arjun's duties and argent responsibilities by any means other then looking at the employee benefit plan in this case which is the employee stock ownership plan so that was to my mind was was it and was an important question to have answered and i didn't think it was and so you would the trier of fact in this case would absolutely have to refer and refer frequently to the employee benefit plan in the case and to and frankly who are  no duty other than to argent they had no duty to the company or its creditors i know it was a question by you just wrote here about well why isn't it sufficient if there is a corporate duty and  betting is sort of a tag along to that well i think then you're going to bootstrap the whole of the regulatory regime onto a risk arista recognizes that there is going to be times when state law claims are occur miscible when there's an established duty in the st instance so for example there are there are times when a plan or a plan for new sherry like origin can bring a claim against a service provider to the plant but there's a separate sources separate duty for that state law a claim under a contract a service agreement just like we have here between an archon there is no there is no such separate source or duty between stout and a creditors to the company and certainly a pound doesn't say to that ne ne's separate stores because there is no and so while a researcher recognizes this regime and recognizes claims that can be brought under arrest or state cases and that is exactly the kind of evidence trade questions that a court will face but now won't be under risk it's going to be under state law a complete conflict we talked about news questions about can we secondly with respect to that specific question at the un think that company and that's the company that almost all of our claims are centered around is a delaware corporation it's not a wisconsin corporation only wisconsin corporation here is the parent d and one you know it comes back to the fact that this is an insulting corporation we're talking about duties that were owed by corporate directors to the corporation itself not arista duties we need no let it not be confused we are not should say that the state law would say you can't force somebody to sell or buy those drugs at a loss and the supreme court there looked at the law and said it's a law of general applicability and you know i went through these points before and i won't repeat them but you know and it wouldn't in any way interest and that may be but the point there is that whether there's this uniformity or not that's created it really is in on these claims and on the factor as much as all the same set of facts and there are parallel duties and in these cases at least and josh hamilton addressed this and none of the defendants at least in their papers responded but there are a number of cases both you know in its report circuit courts as well as bankruptcy courts that look these situations and i've said that there is an importance to one protecting the corporation and allowing in cases where and structural suggest that that there can be parallel duties and there can be