more specific terms without creating a thousand loopholes i mean it seems that the more specific you get the more opportunities you have for people to do exactly what congress does one want them to do well it seems to us that that's s sort was approved by the board of directors and given to one or both of my clients they could show that the way that they got their payments was somehow improper so for example a board member was bribed and approached the payment or you could complaint which go into the transaction the motorola transaction and the rest of them would seem to pump up the operating income for the purpose of getting the statute or whether that would be up to congress but it seems that if you look at all the traditional approaches to this or some kind of her requirement similar to that attaches to these kinds of things and here you just out there and know where lamb absolutely true and indeed all largeness of the payments it seems to me that the only basis upon which the government charged the payments were large and judge burns which i have a great deal of respect found quote the plaintiffs did all she could reasonably be expected to do in determining the city's requirements before an aging in her occupation even to the point of requesting clarification of the conflicting and ordinances her representatives of the government terminology although new and therefore unfamiliar extraordinary payments any different than the other abstractions the courts of be dealing with for hundreds of years and reading meaning into them reckless or negligent and reasonable with respect to a search and seizure you have these types of broad words coming out of congress all the time and congress expects the courts then that's what we do is to apply the purpose of these and this is a i mean this first of all it only applies to directors officers partners controlling persons agents or employees and it's very clear to these payments are directed and then it's extraordinary so that our courts and able to take a look at the functioning of an involved in something like this i mean the the economic foundations of the nation to choose some of the words and i heard on the floor of the senate have been shaken by corporations taking advantage and the looting themselves and leaving investors and employees and pension funds and everything else flat on the floor and so what they've tried to do here is come up with a way to enable the enforcement arm to say we're going to just hold the status quo against this kind of nonsense  to make sure that it doesn't occur in the future and that there's an enormous public interest in this isn't just something they made up because they didn't have an inventor to do i understand the public eye and they've asked the courts to take take this on and basically do what we've always done with terms like this define extraordinary payments to protect everybody's rights and make sure that it works that way i agree with the public interest i do not agree that that's what happened here i fully agree with your interpretation of the legislative history which is freeze the frame until you can figure that out how much money what went went to these people millions and so i mean to an ordinary person and i agree ordinary person is dangerous because we're going to people hate big companies but these huge payments would look like wait a minute here goes back potentially valid claim which is a requirement under attachment right i'm not saying that you couldn't have gotten a bond you know the government you print the stuff for you could get a bunch of why wouldn't that be an adequate remedy  similar markets in other words your acquisition transactions such as occurred between t v guide and jensen are and was no evidence as to how long acquired company management usually lasts and this type of situation and what the terms of terminations you know really are in other words what is ordinary to which one could compare factors that payments compared to what the person's salary was the circumstance the contract said that they were going to get a termination fee based on a specific multiple of the salary and the salary would be adjusted by a series of other considerations the merit bones the animal bones some of those matters required a great deal of computation none of which was  read what evidence was there in the first birds court to which he could relate these payments to determine whether they were extraordinary relative that was terminated you know you are but i don't think that would be a particularly helpful fact i think you have to focus on the conduct of a particular company well if we're talking about was using ordinary high ordinary or reasonable or unreasonable one of the ways you prove it was reasonable under the circumstances is what is a custom and practice in the industry at the time and under the circumstances in which we're engaged i would think the similar way you would be available to prove what's ordinary w evidence to which you can compare what happened to say that this was indeed extraordinary the same question with the largeness of the payment to you and certainly to us the money is term is equal or more subject to interpretation so just material reasonable approximation overwhelmingly fair and open competition reasonable variations and which is subject to a much higher level of scrutiny none of it involved investigation from induced abortion after the abortion taking place is no question about limiting the abortion it was simply a question of limiting the ordinary is unconstitutionally vague my analogy not routine are exceptional and extraordinary would be interpretation but not in connection with a particular case i mean is that a cure for what is your the rule making or some statement of definitive statement by the f c c is the how this is to be interpreted there has not been any rule making that's what i'm after because i mean you know a litigator position is something that was say ok we don't give you much jeffer that i believe that what the company does before they're under investigation vs after is perhaps more telling factor is different companies have different sizes and may have different standard practices based on their industry the it's time for your twenty million dollar golden parachute adios here's your twenty million dollars pursuant to a contract we have that's five years old with that twenty million dollars going out the back door contract if anything you quit or we fire you you get twenty million dollars how can that qualify as an extraordinary pain i mean it can't be extraordinary compared to the company itself because it's on the books is a contractual legal obligation it can't be can extraordinary compared to the to the universe because everybody has these things amazingly nowadays for instance if it is high due to financial performance that was that was overstated or misstated particularly  had it as a legal obligation on the books not against public policy it's a perfectly valid contract because congress has purpose here was if there are payments where they are out of the ordinary in any way out of the ordinary what's the ordinary where you are start their payments where payments where it is different from regular periodic salary and benefits and there may be other factors that make it more or less extraordinary but i starting point that well then you say that any of that money you know we're suspicion of violations where if there are violations that money would service really to preserve corporate assets in order so that investors of the corporation may get that money that that's not what the it's district court opinion and he's happens to be with us now and i think you probably feel the same way suspicion is it don't you have to show probable cause in order argument here is strictly a legal question of fact i don't believe it is your heart believe that had the argument been raised a lot of that you need to show some fourth amendment some for some level whether it be probable cause a reasonable suspicion judge or the district court adopted extraordinary as out of the ordinary or unusual that right is you know it's i hope that i'm sound like a trick question but then i my mind ratchets down to ok what is ordinary mean and what is  extraordinary and also as legislative history shows they're concerned with changes from regular from regular salary and benefits they're also concerned about cases where and w so that's that's out of the ordinary because a lot of regular salary or bonus pain then one should be here when it's been a negotiation that is basically pretty settling litigation for the litigation has started where everyone in the world needs to lawyer up and you need and purposes other than solving or punishing of crime a lesser standard and probable cause including in several cases no requirement of individual suspicion whatsoever has been held to be appropriate for another case but i understand that they are not necessarily found by their statements in that case but it does point out an interesting problem if the fact that the board approved it here makes it extraordinary and the fact that the board did not approve  over if you will and ultimately be paid for a certain amount of days of vacation believe it was sixty days it's calculated by reference to his then existing base salary it's and i can refer you to two pages two ninety two and two ninety targeting excessive compensation they seem to be targeting poland money or mooted punny but it seems to work that way too and to more fully response your question earlier that you do have the