misrepresentation by new album participated in another part of the minority investors to conduct a diligence on this transaction he asked mr bernstein for information regarding the transaction these facts are sufficient to show that  company negotiated the details of the merger he was intimately involved in all aspects of this transaction you had far superior knowledge about the details than mister burt mister cain's that indication that you would have been able to sell the stock at the time so that's my st question my nd question goes to whether you couldn't find that out  could have gotten the stock anyway without signing the agreement was perfectly clear even if it wasn't given to you it wasn't that difficult for you to get it so yes you relied but did you do what you needed to to avoid the problem those are my two questions thank you thank you your honor to address your st question i submit that it is not accurate to say that the shares would have been placed in the same misrepresentation by s and p as to the liquidity of a particular investment after the investment was when the investor found that the securities were completely illiquid and the district court found loss causation based on the includes a representation the person signing has reviewed all the documents relevant to the transaction also indicates that he obtained the advice of his own legal counsel with respect to the jointer the other transaction documents in the transactions contemplated here in so obviously account that your client didn't do that but by representing that he had done that out can you claim that he reasonably relied on the allegedly false statement if your honor i'll try to also answer the prior question as well in the context of this one but questions go to reasonable reliance and point of submit that the facts alleged in the  could not retain individual counsel for himself however he did participate in a group of minority investors who did retain counsel retain advice about the documents and then there are a spotless case precedent  section eight hundred and four the operating agreement expressly says that no holder of the obligated to sign an agreement placing liabilities on them for representations unless all holders are required to sign the agreement the merger agreement i sign a jointer he could not have prevented the merger from proceeding because he held less than five percent and had not signed the george or he would have received two shares within a month or two of the closing of the larger free and clear of the mister bernstein as i mentioned earlier served as a director of both companies while the negotiations were proceeding he was sitting at both side of the table was intimately involved all aspects of the negotiation  he had large financial state and the outcome of this merger was a vote of an opportunity to make this happen with a motive an opportunity to make sure that minority shareholders shares were locked up for the us this is judge sullivan the elegy agreement operating counsel gets right to the crux of the most of the matter question here is not reliance it's justifiable reliance new york law is clear that when a plaintiff has means available to him or her and they were exercising just themselves and see for themselves to confirm that and for a future documentation corrected that here we have a merger agreement and it's very clear that when ninety five percent of the shareholders had to sign contained a copy of the merger agreement and explicitly set forth that again only ninety five percent of the shareholders of the scrutiny of the members of legacy expressed had assigned a junior agreement for the for the deal to go forward client misrepresented and no i'm not after i plan to sounded very much like it but i want to know in what way would you be arguing that there was no misrepresentation rather than language of the merger transaction very clear there's a percentage of everyone shares in the formula set aside for everyone with every member of legacy express but that was going to be set in escrow the nd part was if you want the merger and before the email clearly he didn't rely upon it that he signed after the merger and clearly the trip down the stairs with the converter ready and it would have been too late i think councils mistaken in that making the statement that if he didn't only advantage was signing the joint agreement to get access to your shares so you would have  moving on your honor to damages i think that was another question that was raised i think i just addressed that in the sense that if you have the shares you have access to the shares immediately by signing the janitor how could you have damages it just doesn't make any sense there's no connection know which judge referenced earlier the operating agreement the operating agreement clearly states and its l l c not corporate law delaware corporate law does not permit one to the duty of loyalty however delaware l l c law is crystal so there's not there's nothing to do here there's nothing to fight about going forward that should be the end expressed spotted in dealing with different variations of mister cain's and mister dangerous fellow shareholders who were recently just disappointed th and inconsistent with the spirit of the federal rules how do you square williams with this case i agree that mister judge said that he would have said it was apparent or denied because it was sealed or one of many things