we get to the merits i want to talk about the possibility of in the us as i understand it you are asking for a station to be taken away from a company that no longer owns it and returned to accompany your clients form a company that no longer exists is that not a moot case for the reasons we set forth in reply brief to take the  be reconsideration applications for review and setter of that which i must follow in order to get judicial review secured during that period of time if the target o t m this case aleck's to sell the station to a nother party in this case t v forty nine dollars which elects to buy it subject to the cloud on the title which reports this case puts there and which the f c c acknowledged in the decision that all those parties are subject to unwind including t v forty continues to exist for all purposes relating to that on line and in this case your honor o g a and chaotic here are parties to a signed unwind agreement by which they agreed in the event of a judicial overturn of the grants that they would unwind the transaction so it's all buttoned down it's all signed and agreed to and the f c c acknowledge so we can at the end of the day eight assume that taxi does not exist at the end of the day you think that the station can still be returned to a company that does not exist the statute provides that it continues to exist your honor and what's that and so i'll go i will go i will go read it the statute again what any kind of due process violation or whether or whether t v or not is you know it's a party that has to be here before we can take their t v station away from them again they elected not to before i get that question i want to i don't want to point out as well there's another provision and in the california code that says no action or proceeding shall abate by reason of winding up or dissolution that's also directly relevant to your question there are two provisions in there both the continuation  then the station goes back to the original company what happens then that's all part of it that's that company then holds the lessons again and would be part of the of the a long winded and the majority owners of that company can still sell the station your clients are still minority shareholders so even if you get everything you want from every court in the thirty two dollars f c c filings that you've filed plus appeals and state arbitrations and state litigation you get everything then and this goes to redress ability and standing you're still a minority shareholder in a company that's going to sell a session well we don't know that st of all your honor as to what they would do secondly purty committed to selling the station you like fought them for you know a while now ok people but i would i would suggest in response to your question on standing just as i cannot establish standing in this court and the basis of a hypothetical injury which i have not i or you to a concrete injury through the loss of a unique investment this court cannot deny me standing on the basis of a hypothetical lack of injury down the road by something that may or may and the majority decide to sell it the minority shareholders object and that was arbitrate about whether there was authority to sell and that's been finally determined that there was authority to sell right and in fact your clients were compensated for the sale of that investment and their proportional the value to them of that investment  that's a bit complicated your own are other than this case is a bit complicated i appreciate that the the record does show that there was an escrow agreement created at the time of the original closing of two thousand and fourteen and the money consideration was put into that account at the same time you don't want to group was entered into while there has been some again i want to be careful about my representation of the facts concerning the lack of consideration it's been a contentious matter of throughout includes it continues to be in terms of the release of consideration to the force from the original sale and i think to go beyond that i'm a little reluctant if only because i want to you know make sure my representations are accurate i could say it's a by product of a long contentious matter and we have let me just back up it's your burden in a situation like this to show and and it's your burden to persuade us that your client was injured in the ordinary course in the ordinary course a non majority shareholding stake is not in control of the set sail decision but does get pro rata remuneration when the business is sold it would be in the ordinary course and you're claiming here that nonetheless assuming you know facts that aren't in evidence but but just to understand that nonetheless these minority shareholders would have preferred that the business not be sold and that the law the c character requirement redounds to the benefit of the minority shareholders do we have any reason to think that that they have a different level of voice on the character question and more voice on the character question then they would on the sale itself well again this goes to the unique certainly aggrieved by the loss of unique investment by the f c c his decision here to assign the license to an unqualified buyer we have lost our unique investment as a result of that decision in the in this unique case in this circumstance that's what this case is about it's not about a business dispute it's bubbled up from the district court it's about the f c c has obligation to evaluate character qualifications of a buyer and our case is predicated on a showing that this buyer is not qualified and therefore as a result of that f c decision we lost our unique investment your honor i would point out as i did in the in the briefing that the the very asset purchase agreement in this case by which the majority sold the station to minority contains a provision on a specific performance that talks about how the station is a unique guess at when the loss is not compensable by month by money and that's exactly our position as well that our loss of our unique investment in limited in what it can award especially as to arco was pointing out where the original may no longer be in business they exist to understand for the on one purpose so again  its nascent form says ok we're going to have a character assessment of finds out is terrible in eligible can't buy the station and t v forty nine says nevermind we're happy to buy it from the l l c for its market price what redress does your client and vision it's going to obtain and given that that seems to me the most likely scenario again you're and that's a hypothetical that doesn't standing is whether something is a likely or speculative and the notion that a company that long ago sold this asset would not sell it to a ready willing and able by or that does mean a character standard seems conjectural but you can tell me what i'm missing and so surmise and well  the relief that i'm seeking which is the restoration of the license to cakes t l c that's what the case is about that's not conjecture which you're asking about is conjecture beyond that which again as i said can't be used to defeat me at the back door it's a front door question about hypothetical injury we have been injured by the by the concrete loss of our investment we're seeking it's restoration that's what the case is about for this court to know you've been you've been entered by the loss of your investments because the only claim here is the character climb you better by the loss of your investment to a buyer of you know bad character and if a buyer of good character purchased you would have no harm because this is a claim only about the f c c has failed in my character determination not the f c c is not in a position to say and therefore you're then talking about subsequent events which may you know create a new issue but my injury has been redressed the asset the license has been returned to the l l c and that has redress my injury as minority owners we have reclaimed the investment and so to spin it out beyond that in a measure what might happen in the future is hypothetical and i don't believe is is  redress ability shown because the relief has redressed my injury in this case that there may be another case as to what happens in the future with another sale but that's not the case for the sport and so  concern here though is that this is not the usual type of article three questions where we don't know what would happen these various i'll happening so this is not a question of deferring to your allegations about what would we know what would happen and now and not understanding we know what would happen when we know what happened in this case all the way to the sale to t v forty nine and i thought what judge walker was trying to focus you on is that those are the facts before this court in terms of not to put words in his mouth but one way to assess whether or not your clients have likely been injured and then judge pillar came forward pointing out how minority showalter shareholders are normally taken care of it's not as though he your clients own the station or it's even your clients server was at a loss to the l l c he was saying that your clients own forty two percent of the station and maybe as a practical way of looking at it they did but is it to tell me why i should not think about it like this your clients own forty two percent of a company and that company had an asset company could have a one thousand house and the company sold assets at the end of the day at the end of that  let's let's imagine that your clients own forty two percent a company and that company had as its assets a one thousand pieces of art and the company sold one of the pieces of art and at the end then after that they own nine hundred  pieces of art plus a one million dollars apiece they sold was worth a one million dollars before all that stuff happened your clients had forty two percent interest in a company that was valued at let's say a one million times a one thousand and at the end of the sa your company your sorry your clients own forty two percent of a company whose assets still equaled a one million a one million times at that so i'm not sure how minority shareholders in a company that were minority shareholders before an asset was sold and minority shareholders after the asset was sold have been injured when their stake in the company and the value of the company has not changed station they still own forty two percent the company after all the stuff happened that i didn't like they still own forty two percent of the company in the company's value is the same as it was before and of course they invested in the company as the record shows because they wanted to have a ownership interest in a t v station right which is a huge disappointment to them but that's been resolved in the arbitration let me ask you  the broad claim available to raise character defects so the harm that that provision guard against is not the shareholders protection of unique assets but presumably a public interest in preventing bad apple from holding scarce and important broadcast licenses right we don't want companies of poor character as that as the law defines that  valuable and unique assets like broadcast licenses right a group that you know so that is the harm that the claim that your clients have raised is available to redress now there is no ownership by the company that you have persistently identified as such a bad apple why is that not because ruth again i don't want to sound i know i may sound repetitive but we've lost the unique investment that they intended intended to and it's secure in a television station the owner of a television station the owner of a television station and and i want to i want to because i because the focus has been on standing and i understand court's concerns are it was standing there is the alternate showing that we made as to  viewership and i understand the argument the other way viewership plus what if you leave aside for a moment the standing which i believe we have as as owners which injury and i cases so you know this the injury is not limited to the loss of that investment the injury also goes to the loss of a program channel owned by robbie koppel and get as any of that th e object of the character provision of the communications i would seem to me that you have an excess problem and showing that the harms that you are identifying which may become create that they are caused by or maybe more vividly that they could be overdressed by the remedy that you're seeking  they go back you know a little bit in time but those cases stand for the proposition that viewership plus what well in this case plus the loss of d a t v carrie which is a programming link to this do with the character character was very much a play in this case and the question is what what right as you know what makes for an aggrieved party and through not and we have not only are  series of character complaints against t n a the purchaser the commission recently found that none of those allegations warranted and that warranted an evidentiary hearing and although there are numerous grounds on which this case we haven't pressed the position that the transfer of t v forty nine rendered the case move or i guess it happened before the case started so maybe that would be a question of standing but any event we don't dispute that if for some reason the kapoor's were to prevail in this case which there's no reason they should on the merits that there are the t v forty nine dollars transaction could hypothetically which is to say i think as as judge pillared recognize no matter it the legal status of the l l c to unwind or pursue you know litigation causes of action that may have existed before the start of this appeal and that remains true today there is a lawsuit that was filed after the f c c well that brief in this case and and pointed out the dissolution of the l l c but not only is the result of that litigation speculative and  i think i would agree that the most likely it doesn't seem likely to succeed but whatever the likelihood of that suit matters for purposes of the standing analysis is was were these injuries address at the time this appeal was initiated or at any time in the course of this case and because the l l c is not in existence is it going concern they  shareholders to be able to appear before the commission where and challenge is based on character so in other words in that scenario why don't we look at the question of standing from his client's perspective and section f even broader than the idea of automatic annie and standing which this court in the two thousand and three rainbow push case you know unequivocally made clear that there is no such thing is that broad automatic audience standing and with respect to the minor minority shareholders and you know the before this court you know setting aside any truth any issues of the ministry of standing in this court doesn't allow an minority shareholders to vindicate the rights that belong to the corporation here the l l c and what the kapoor's have said is that they are seeking to vindicate their ownership interests and that there is no distinction between their ownership interests in the the l o l c's ownership interest they have only a derivative interest in that coherent to say that whatever interest is being asserted as concrete in support of standing would have to be an interest that minority shareholders themselves are legally you know capable of asserting and the notion that they can assert an ownership interest like it would seem like they were picked dozens of cases on that but i didn't see a lot of case law on that who actually quite finra had this  just different factual you know the ways that these cases present themselves actually they're not always maybe the volume of them is not sufficient at least in the f c c context to produce a line of cases that are directly analogous but there are that that minority shareholder in the complex position should not be able to pursue these to rest on the idea that their concrete injury is an ownership interest they actually belong to the company and i think one of you was was pointing out too there is a bit of a cause ation issue where judge walker your point was and i think it's correct that at the start of this case  it was a function of their minority interest in the l l c and insists it's not something that arose from the f c c is decisions but if the court is struggling with the abstract concepts of shareholder stand dieties founder and as someone who is interested in the programming of diet t v but all of that all of those difficulties are swept aside by the redress ability problem which is that you know whatever availability of a character claim is there to remedy to think about ownership interests that that i mean the harm is there because if the the congress thought that it would be a public problem for bad apples to on broadcast licenses and it seems that a way mother hen are there or whether someone who is claiming a transfer to an owner of ineligible character has any other concrete interests or to help us out with that going away it just feels like if it relates to a different claim to worry about the ownership interest but maybe that's maybe that's too cut and dried when my understanding is that and the commission has ha an informal objection vehicle also which is partly what was at issue in this case where i think parties that might not be able to they may not have a concrete increase injury could object and bring issues to the commission's attention but i don't you know again i want to be clear not to confuse here the requirements of the ministry of standing and judicial standing i think it's very clear under section four o two that a party aggrieved is someone who needs the elements the three standard elements of article three standing in the forest just can't proceed in this case unless it can satisfy all three of those which they haven't i see my time is that if i could briefly make just a couple of general points about the merits because i think we easily win there i'd like to emphasize that this isn't a case as that comports it represented where the commission ignored their allegations against the commission looked at these took them seriously addressed them in a number of opinions as just watched her alluded and so that's just not this case and in addition the issue here is really did the commission reasonably determine or was it irrational in deciding that no evidentiary hearing was required on ellie any of these allegations and that's a question of internal of c c process of trying to which this court gives the commission considerable deference and at bottom i would just say that on none of the five issues have the kapoor's come close to showing that the commission's reasons which should explain were arbitrary into precious i think that th what what is the i mean what is the narrowest ground on which standing might be available to even reach the merits and it's a little bit it's a little bit i think it's probably lack of redress ability rather than lack of harm well of course we maintain that there's that there's no harm either but i i don't disagree that there's clearly no possibility of redress and that might be the most straight forward path for the court and the security is another there straightforward path is that every green they did not show that they had standing they didn't even try instead they put it not in their briefs but they put it in in a dental which allowed them to exceed the age limit circuit rule do you think that because the web page seems to say that they can do what they did that we should allow them to do what they did or do you think we should stick with the actual rule in which certainly we if that's the path the court chooses we think that's a viable what's your best argument for why it's fair for us to do that and not unfair considering you know we do have this web page that says maybe they can do it well i think that by their own admission they they'd use this vehicle too because they otherwise wouldn't haven't had enough words to make their showing i think believe we went into that in the our brief address and added there's they're like do their dueling footnotes on it and i'm i'm good i don't have any more questions along this i just want to hear hear your thoughts on the fairness question certainly if there are no further so we were following what we understood to be guidance on that and it was not a device to exceed the word limit even the government concedes that you could buy for kate and we could simply bifurcate if the court felt that was important for some form for formal reasons i want to talk a realized that there was no finding of a standing problem below the commission never challenge our standing o t s never challenged our standing  i think believe i believe because it was self evident one of these i didn't point out earlier was that again these are particular lies cases involving the communications act and f c c processes kapoor's as owners of and l l c were actual parties to the f c c application itself which is the subject of this appeal their parties to the application and that's because the f c c views l l c members regardless of their percentage as having enough influence as to matter for f c c purposes so i believe that there was no challenge to our standing from the beginning because of a self evident that has owners of the facility owners of the licensee of the disagree with with the council's representation the commission did everything right here in fact under motor vehicles the tests three tests they did practically nothing right in our view as the proof shows their decisions run counter to the evidence in front of the perspective from which we evaluate your client's standing at typically when we get a case from an agency we look at the standing blair at the time they come to court because the standing only applies to article three tried here and all in this situation is that the right temporal framework is something else and if so why now there's reassess standing as a particular time i don't think so i don't you know based on for so i don't believe that there is a hard and fast right line at the time of establishing standing you need to have standing the time you file and i need to have standing today which i believe i've shown i didn't want it on redress ability that again the issue before th score is whether the injury in this case is redress will in this case not in some other case down the road not in the future not based on what might happen but what will happen in this case and there's no contesting even by a government council that the unwinds could be ordered and the license restored to cakes t l c that's what this case is about and i understand you have speculations about another case down the road about what might happen in the future there but that's a hypothetical at the back door that defeat my standing when i have shown a concrete injury at the front namely the loss of our unit investment so i think it would set then to your point about the lack of minority shareholder cases i think that's highly relevant as well they cited i kopi but of course i could be expressly declined to find that a minority shareholder lacks standing based on on court liberalisation of standing principles and i think it sends you know any holding to that effect would simply shut the doors of a court for reviewing agency action i don't see why the court would need want to do that in this case this court should be sitting in