take off the sixty percent which one would have to if you're following the original methodology when i read your argument i don't see you i didn't see anything there saying look there's something wrong with that you're arguing about details but i don't see anything is something wrong with taking the appraisers value and then adjusting it as if the value were all adjusted net worth which it is not  provide a consistent application and the court as well basically ignored that evaluation or rejected in whole that the government proffered a trial i again because he could not come to a final total with respect to the market value in light of the pending tax liability he did not produce a market value  so your argument go is making another argument and i'm not seeing how that fits with what the appraiser did for example i can't really provide a better court as a result of the pretrial conference order and more importantly and that they were based on on the notion that  two eight million the over compensation issue of three hundred eighty thousand and the  estimated liability or the tax claim in fact exceeded the value of the company good morning my name is gail puring i represent the united states department of labor with respect to this appeal your your honour's the primary issue is whether or not within it took the number but that number was arrived here by among other things discounting the adjusted net worth by sixty percent well so how do you tonight how do you say well we're years after looking at all the evidence can say considering all of the experts reports looked and found that mr try to regional that alleyway sion was the most appropriate based on the information that was given to him it did a balancing and you're looking at rest to sion here you're looking at the court being able to use its discretion to accept certain figures and then make adjustments i think it was a very complicated case on what happened mr trick clearly flip flops what i'd like the court to see is that if he found the original artwork valuation to be reasonable and appropriate based on make a conservative estimate of what was improper was an improper portion of the compensation and a proper portion of the compensation that is difficult to separate those out so he does here is it is a multiplication by sixty two point nine and i think the district court was clearly correct it was not clearly erroneous for the district court to look as certain sources first of all it was clear that the appellant's were not the minority the control of the shareholders obvious they control the corporation questions of someone hot their interest when they obtain the same control well i think that works with the minority discount you apply it where it i did not apply i discount either marketability or nor a minority discount but what's most convincing here is the failure of the buyers to ask for marketability every conflict and that is that that behavior was so agreed yes i think it led the district courts really look at what was happening to try to come up with a very as close to making the part make adjustments and then he made certain adjustments without taking into account our expert's report which definitely devalued the company higher and that's what i meant by that is that i think the court did try to do a balancing made the appropriate adjustments given the record and that when it made for instance are just the example errs on and the estimated tax liability mr vienna their parents a tax attorney who is a person in the best position to know whether or not there was double taxation agreed that the tax liability was eight hundred fifty six thousand dollars if that was as close as he can get  back they settled the tax liability and it was at very close to that amount of money but the district court even allowed mr vienna to produce bell to say how much would have cost to settle this this point and he's attractive that he made that adjustment he mainly just meant for the over compensation as a certain percentage of how much he was going to calculate how much he marketability and pick the one that was the closest and the most reasonable i think the district court in the end looked at how the parents felt to demonstrate excuse me let me just trial as in not specifically addressing those issues because it was an incomplete valuation it could only be completed upon the calculate or to the estimated and the person who bought the shares is going to control the aesop right correct so why wouldn't why why should should should there be a minority shareholder discount this instance because in fact you were buying the fact of control corp i think the difference is that the op i mean you don't you don't automatically get a just because you own a minority of shares the question is control i guess because the principle issue it's the market hold at the time of the well initially both the demons and the smiths held slightly over fifty percent