1 00:00:00,000 --> 00:00:07,520 great vess flux sllog about 2 00:00:02,040 --> 00:00:10,480 what kind of in. 3 00:00:05,180 --> 00:00:14,580 improve. 4 00:00:07,660 --> 00:00:20,060 So we've got to go. Facebook 5 00:00:10,620 --> 00:00:21,540 at you. I'm fine. 6 00:00:14,720 --> 00:00:21,800 Back. 7 00:00:20,160 --> 00:00:28,200 display. 8 00:00:28,200 --> 00:00:33,200 the district court's decision 9 00:00:28,900 --> 00:00:33,900 to stay improper. And before 10 00:00:31,840 --> 00:00:37,140 you today, I would like to 11 00:00:33,340 --> 00:00:38,140 make 3 key points. First, the 12 00:00:34,040 --> 00:00:40,980 district court's state 13 00:00:37,280 --> 00:00:41,680 decision was premised on 14 00:00:38,280 --> 00:00:43,980 multiple legal errors that the 15 00:00:41,120 --> 00:00:45,080 government barely addresses 16 00:00:41,820 --> 00:00:46,080 much less defense. The 17 00:00:44,120 --> 00:00:48,180 government's refusal to 18 00:00:45,220 --> 00:00:49,020 endorse the district court's 19 00:00:46,220 --> 00:00:52,120 analysis is a clear sign that 20 00:00:48,320 --> 00:00:53,120 the state was improper. Second, 21 00:00:49,160 --> 00:00:55,060 the government has not 22 00:00:52,260 --> 00:00:56,160 demonstrated a strong showing 23 00:00:56,160 --> 00:01:01,260 to the district court's 24 00:00:56,840 --> 00:01:02,040 Senate. This write in motion 25 00:01:00,640 --> 00:01:06,440 here allows the government to 26 00:01:01,400 --> 00:01:08,580 seek to enjoy any transaction 27 00:01:02,160 --> 00:01:10,380 at any time under any law if 28 00:01:06,580 --> 00:01:12,280 tomorrow. The government wants 29 00:01:08,700 --> 00:01:15,340 to file an action seeking to 30 00:01:10,500 --> 00:01:17,900 enjoy. And dollar. 31 00:01:12,420 --> 00:01:20,540 jurisdiction jurisdiction. 32 00:01:15,480 --> 00:01:22,800 Yes, You're�� 33 00:01:18,060 --> 00:01:24,200 that there's a 1. 34 00:01:24,200 --> 00:01:30,200 that's the only thing that 35 00:01:24,900 --> 00:01:31,000 says that. 36 00:01:26,940 --> 00:01:31,940 That's the practical effect of 37 00:01:30,340 --> 00:01:35,240 an injunction that that 38 00:01:31,140 --> 00:01:38,080 qualifies under told 92 a one 39 00:01:32,080 --> 00:01:38,780 and that includes post the 40 00:01:35,380 --> 00:01:40,620 Ken cases. The government 41 00:01:38,220 --> 00:01:41,320 concedes that standard and that 42 00:01:38,920 --> 00:01:46,120 test exists. The only thing it 43 00:01:40,740 --> 00:01:48,120 says is that we haven't shown 44 00:01:41,460 --> 00:01:49,120 that. the order enjoys plan 45 00:01:46,260 --> 00:01:50,220 confirmation much like a 46 00:01:48,260 --> 00:01:50,960 preliminary injunction. That's 47 00:01:49,260 --> 00:01:54,100 exactly what the government 48 00:01:54,100 --> 00:01:58,380 is doing. It's not a 49 00:01:54,800 --> 00:01:59,080 preliminary injunction. It's 50 00:01:57,300 --> 00:02:02,180 not a preliminary injunction. 51 00:01:58,500 --> 00:02:03,220 It doesn't join anything. 52 00:01:59,200 --> 00:02:06,120 Well, your honor, it's 53 00:02:02,320 --> 00:02:07,120 certainly orders the parties 54 00:02:03,340 --> 00:02:07,820 not to go forward with 55 00:02:06,240 --> 00:02:08,480 confirmation of consummation, 56 00:02:07,240 --> 00:02:09,220 which is exactly what the 57 00:02:07,940 --> 00:02:12,980 government saw in its 58 00:02:08,620 --> 00:02:13,920 subject. There's an appeal of 59 00:02:09,360 --> 00:02:16,820 the court's. 60 00:02:13,120 --> 00:02:17,500 There is, your honor. There's 61 00:02:14,060 --> 00:02:21,300 that's going to get that. That 62 00:02:16,960 --> 00:02:21,960 is what the district court is 63 00:02:17,620 --> 00:02:22,660 working on. 64 00:02:22,660 --> 00:02:25,020 That's logical. 65 00:02:23,120 --> 00:02:28,660 That fact is reflected 66 00:02:24,180 --> 00:02:28,700 immediately under structure. 67 00:02:25,160 --> 00:02:30,560 And when you say that, we 68 00:02:28,820 --> 00:02:32,260 briefed by next week. 69 00:02:28,820 --> 00:02:33,360 Your honor, 70 00:02:30,720 --> 00:02:34,060 it will be, I believe the 71 00:02:32,420 --> 00:02:35,340 briefing is bound to be 72 00:02:33,500 --> 00:02:40,200 complete by ourx theDistrict 73 00:02:34,200 --> 00:02:41,160 court. 74 00:02:41,160 --> 00:02:45,160 the 75 00:02:41,160 --> 00:02:45,800 state order. 76 00:02:45,300 --> 00:02:48,900 You're on the briefing 77 00:02:45,940 --> 00:02:49,900 schedule was already 78 00:02:49,040 --> 00:02:52,840 extraordinarily expedited, 79 00:02:50,040 --> 00:02:53,840 but didn't even get to the 80 00:02:52,980 --> 00:02:56,880 April 18th closing date. And 81 00:02:53,980 --> 00:02:57,580 in our view, the district 82 00:02:57,020 --> 00:03:00,380 court's stay order, which I 83 00:02:57,720 --> 00:03:01,080 think was premised on that 84 00:03:00,520 --> 00:03:03,820 erroneous day along with a 85 00:03:01,220 --> 00:03:04,520 number of other errors. Is 86 00:03:03,960 --> 00:03:08,360 there anything in the record 87 00:03:04,660 --> 00:03:11,060 to suggest that will walk. If 88 00:03:11,060 --> 00:03:14,560 the district court's decision 89 00:03:13,120 --> 00:03:15,760 to close the deal. 90 00:03:14,700 --> 00:03:16,460 That's not consented to an 91 00:03:15,900 --> 00:03:20,460 extension by April 18th. We 92 00:03:16,600 --> 00:03:21,400 did this as recently as 2 93 00:03:20,600 --> 00:03:24,000 days ago. It during our 94 00:03:21,540 --> 00:03:26,080 reply briefing on very 95 00:03:24,140 --> 00:03:26,780 careful in your they didn't 96 00:03:26,240 --> 00:03:27,440 consent, but they have they 97 00:03:26,900 --> 00:03:28,080 given any indication that 98 00:03:27,600 --> 00:03:34,580 they will walk the deal will 99 00:03:28,200 --> 00:03:36,580 fall through. If it's delayed 100 00:03:34,720 --> 00:03:37,580 by. Your honor, I believe in 101 00:03:36,720 --> 00:03:38,320 every turn they have not 102 00:03:38,320 --> 00:03:43,220 been able to do that. And I 103 00:03:39,020 --> 00:03:43,920 think that's the only thing 104 00:03:43,360 --> 00:03:44,620 that's there's, you know, 105 00:03:44,060 --> 00:03:47,220 that there's not much more we 106 00:03:44,760 --> 00:03:47,920 can do other than continue to 107 00:03:47,360 --> 00:03:51,860 ask them and they continue to 108 00:03:48,060 --> 00:03:54,000 withhold that consent. And 109 00:03:52,000 --> 00:03:54,700 and all of this was raised 110 00:03:54,140 --> 00:03:55,360 after the evidence on 111 00:03:54,840 --> 00:03:58,240 confirmation was complete. So 112 00:03:55,500 --> 00:03:58,940 I don't think it's I think 113 00:03:58,360 --> 00:04:01,940 that we have fulfilled our 114 00:03:59,080 --> 00:04:02,640 burden of showing that finance 115 00:04:02,080 --> 00:04:03,340 would not extend this date. 116 00:04:02,780 --> 00:04:07,240 And I think that's important 117 00:04:07,240 --> 00:04:12,240 to note that the court has 118 00:04:11,080 --> 00:04:12,940 said that the order quote 119 00:04:12,380 --> 00:04:16,140 might have a serious, perhaps 120 00:04:13,080 --> 00:04:17,140 irreparable consequence and 121 00:04:16,280 --> 00:04:18,080 2 can be effectually 122 00:04:17,280 --> 00:04:20,080 challenged only by immediate 123 00:04:18,220 --> 00:04:20,880 appeal. The government's 124 00:04:20,220 --> 00:04:21,560 words that one of the court's 125 00:04:21,020 --> 00:04:27,160 words that you say have the 126 00:04:21,680 --> 00:04:31,160 effect of the the district 127 00:04:27,280 --> 00:04:32,160 court's words. The district 128 00:04:31,300 --> 00:04:35,160 court has stayed 129 00:04:32,300 --> 00:04:35,900 consummation characterized 130 00:04:35,900 --> 00:04:37,900 by the state's 131 00:04:36,560 --> 00:04:41,900 irreversible loss. 132 00:04:38,040 --> 00:04:42,340 And I think that's the 133 00:04:42,040 --> 00:04:43,040 question. 134 00:04:42,480 --> 00:04:43,840 Well, your honor, I don't 135 00:04:43,180 --> 00:04:44,540 believe the practical effect 136 00:04:43,980 --> 00:04:47,180 test requires that would 137 00:04:44,680 --> 00:04:47,980 actually be an injunction. 138 00:04:47,300 --> 00:04:51,920 Sure. It's I don't have the 139 00:04:48,120 --> 00:04:55,920 exact order in front of me, 140 00:04:52,040 --> 00:04:56,620 but it enters a state that 141 00:04:56,060 --> 00:04:57,320 prevents that prevents the 142 00:04:56,760 --> 00:05:00,820 plan from being confirmed from 143 00:04:57,460 --> 00:05:01,920 being consummated in 144 00:05:00,960 --> 00:05:02,920 particular by the April 18th 145 00:05:02,060 --> 00:05:04,820 date, which is the entire 146 00:05:04,820 --> 00:05:07,860 date of the decision. 147 00:05:06,660 --> 00:05:09,360 So I think that's the 148 00:05:07,980 --> 00:05:12,460 question. Right? 149 00:05:09,500 --> 00:05:15,300 Yes, a court decision is an 150 00:05:12,600 --> 00:05:16,000 adjunction because it 151 00:05:15,420 --> 00:05:18,700 precludes the parties from 152 00:05:16,140 --> 00:05:19,700 proceeding with. 153 00:05:18,840 --> 00:05:20,740 Your honor, I don't think 154 00:05:19,840 --> 00:05:22,740 your cases would support that. 155 00:05:20,860 --> 00:05:24,740 I think the C F T C case, the 156 00:05:22,880 --> 00:05:25,440 Sahu case, the SEC case, all 157 00:05:24,880 --> 00:05:28,640 the cases that we cite in 158 00:05:25,580 --> 00:05:29,740 footnote one of our motion 159 00:05:28,780 --> 00:05:31,640 all recognize that there are 160 00:05:29,880 --> 00:05:33,620 circumstances where it's not 161 00:05:33,620 --> 00:05:37,260 the district court. It's the 162 00:05:35,460 --> 00:05:39,400 district court. It's the 163 00:05:37,400 --> 00:05:42,600 district court where you have 164 00:05:39,520 --> 00:05:43,660 a district court or an order 165 00:05:42,720 --> 00:05:44,360 that is actually directing 166 00:05:43,800 --> 00:05:45,040 the parties not to proceed 167 00:05:44,500 --> 00:05:49,040 with something that is 168 00:05:45,160 --> 00:05:49,740 exactly what we have here. 169 00:05:49,160 --> 00:05:52,840 Well, but again, the 170 00:05:49,860 --> 00:05:53,540 district court is not did the 171 00:05:52,980 --> 00:05:56,640 right. Are you suggesting 172 00:05:53,680 --> 00:05:57,340 that this court is dragging 173 00:05:56,780 --> 00:05:57,980 its feet? 174 00:05:57,480 --> 00:05:59,820 Well, your honor, with all 175 00:05:58,120 --> 00:06:01,820 respect to the district court, 176 00:05:59,940 --> 00:06:02,520 it entered its state order on 177 00:06:02,520 --> 00:06:04,540 Friday. 178 00:06:03,160 --> 00:06:06,540 It was a state order. It was 179 00:06:04,660 --> 00:06:08,540 a state order. It was taken 180 00:06:06,660 --> 00:06:09,540 before midnight on Friday. 181 00:06:08,660 --> 00:06:10,340 The clock was ticking. And 182 00:06:09,660 --> 00:06:13,540 then that opinion contained 183 00:06:10,480 --> 00:06:16,540 numerous legal errors, but 184 00:06:13,680 --> 00:06:17,440 also got the date wrong of the 185 00:06:16,680 --> 00:06:21,440 closing of the finance 186 00:06:17,580 --> 00:06:25,420 transaction by several weeks. 187 00:06:21,580 --> 00:06:27,420 And that's that was a material 188 00:06:25,560 --> 00:06:28,420 error. And by that point, the 189 00:06:27,560 --> 00:06:29,520 clock was ticking and we had 190 00:06:28,560 --> 00:06:31,560 to go to this court to 191 00:06:31,560 --> 00:06:34,660 investigate the case. 192 00:06:33,560 --> 00:06:35,620 And I think that's the 193 00:06:34,800 --> 00:06:36,160 reason why you're not doing 194 00:06:35,760 --> 00:06:36,860 things in the district court. 195 00:06:36,300 --> 00:06:40,460 I'm not sure why you I mean, I 196 00:06:37,000 --> 00:06:41,160 think wanted to skip over the 197 00:06:40,600 --> 00:06:44,440 district court. But it's not 198 00:06:41,300 --> 00:06:45,140 going to be that you did 199 00:06:44,560 --> 00:06:45,840 anything to try to get the 200 00:06:45,260 --> 00:06:48,540 district court to correct 201 00:06:45,960 --> 00:06:50,580 these issues on its own. 202 00:06:48,680 --> 00:06:54,480 Your honor, the case was 203 00:06:50,700 --> 00:06:56,480 already very expedited and the 204 00:06:54,620 --> 00:06:58,480 district courts. Order was, I 205 00:06:56,620 --> 00:06:59,180 think we think replete with 206 00:06:59,180 --> 00:07:03,080 council information just to 207 00:06:59,980 --> 00:07:05,240 participate with the 208 00:07:03,240 --> 00:07:06,620 jurisdiction in this court to 209 00:07:05,380 --> 00:07:06,680 vacate back a run out. 210 00:07:06,820 --> 00:07:10,480 Stay particularly given that 211 00:07:08,960 --> 00:07:11,180 that right is running and is 212 00:07:10,620 --> 00:07:11,660 running and that the 213 00:07:11,320 --> 00:07:14,600 government has never really 214 00:07:11,780 --> 00:07:14,680 disputed is running on 215 00:07:14,720 --> 00:07:18,060 irreversible 100 million 216 00:07:14,820 --> 00:07:18,760 dollars. That is going to 217 00:07:18,200 --> 00:07:21,460 en lure to the detriment 218 00:07:21,460 --> 00:07:39,260 questions. We do have a 219 00:07:21,920 --> 00:07:32,560 question and a 220 00:07:25,000 --> 00:07:39,360 comment gotima Study 221 00:07:38,400 --> 00:07:40,380 May, please. Court. My name is 222 00:07:40,500 --> 00:07:43,860 will enamory represent the 223 00:07:41,300 --> 00:07:44,420 official Committee of 224 00:07:42,500 --> 00:07:44,880 unsecured credit is both a 225 00:07:44,000 --> 00:07:50,020 digital holdings. 226 00:07:50,020 --> 00:07:53,960 which may be through no 227 00:07:50,620 --> 00:07:54,340 assessment adultery, 228 00:07:51,500 --> 00:07:55,100 respectively. 229 00:07:54,100 --> 00:08:03,100 are they they're not 230 00:07:54,500 --> 00:08:03,640 potentially forkreman 231 00:07:55,240 --> 00:08:04,080 Exactly the course of these 232 00:08:03,240 --> 00:08:04,740 transactions. 233 00:08:03,780 --> 00:08:11,920 no, that is not that it's not 234 00:08:04,700 --> 00:08:12,560 that. What does. 235 00:08:04,920 --> 00:08:16,520 What the clause does? 236 00:08:08,040 --> 00:08:16,920 Is it. Protects the 237 00:08:12,060 --> 00:08:19,900 professionals who were 238 00:08:19,900 --> 00:08:21,900 the 239 00:08:21,900 --> 00:08:23,900 government's 240 00:08:23,900 --> 00:08:25,900 suggestion. It does not 241 00:08:25,900 --> 00:08:27,900 exculpate actual fraud, 242 00:08:27,900 --> 00:08:29,900 willful misconduct or gross 243 00:08:29,900 --> 00:08:31,900 negligence. Contrary to the 244 00:08:31,900 --> 00:08:33,900 government's suggestion, it 245 00:08:33,900 --> 00:08:35,900 does not exculpate tax 246 00:08:35,900 --> 00:08:37,900 violations or other crimes. 247 00:08:37,900 --> 00:08:39,900 Judge Wiles made this very 248 00:08:39,900 --> 00:08:41,900 clear. He said that the 249 00:08:41,900 --> 00:08:43,900 government theorizes, for 250 00:08:43,900 --> 00:08:45,900 example, that my order might 251 00:08:45,900 --> 00:08:46,900 somehow be interpreted as 252 00:08:46,900 --> 00:08:50,900 a fraud. It does not exculpate 253 00:08:50,900 --> 00:08:52,900 tax violations or other 254 00:08:52,900 --> 00:08:54,900 crimes. Well, the clause, the 255 00:08:54,900 --> 00:08:56,900 exculpation clause that was 256 00:08:56,900 --> 00:08:58,900 ultimately issued was drafted 257 00:08:58,900 --> 00:09:00,900 by Judge Wiles. Actually, he 258 00:09:00,900 --> 00:09:02,900 took the pen to the 259 00:09:02,900 --> 00:09:03,900 exculpation clause and issued 260 00:09:03,900 --> 00:09:04,900 that opinion. And in the 261 00:09:04,900 --> 00:09:06,900 confirmation order, it made 262 00:09:06,900 --> 00:09:08,900 clear that the will actual 263 00:09:08,900 --> 00:09:10,900 fraud, willful misconduct or 264 00:09:10,900 --> 00:09:12,900 gross negligence out applies 265 00:09:12,900 --> 00:09:14,900 to the entire exculpation 266 00:09:14,900 --> 00:09:16,900 clause. And the 267 00:09:16,900 --> 00:09:18,900 government is very clear that 268 00:09:18,900 --> 00:09:19,900 the government can stop the 269 00:09:19,900 --> 00:09:21,900 transaction should it decide 270 00:09:21,900 --> 00:09:23,900 if any of them are illegal. 271 00:09:23,900 --> 00:09:24,900 And the government argues that 272 00:09:24,900 --> 00:09:25,900 the exculpation clause, 273 00:09:25,900 --> 00:09:26,900 quote, handcuffs the 274 00:09:26,900 --> 00:09:27,900 government, it will have 275 00:09:27,900 --> 00:09:29,900 widespread effect on its 276 00:09:29,900 --> 00:09:30,900 ability to regulate 277 00:09:30,900 --> 00:09:31,900 cryptocurrency. That's not 278 00:09:31,900 --> 00:09:33,900 true either. The government 279 00:09:33,900 --> 00:09:34,900 maintains the ability to come 280 00:09:34,900 --> 00:09:36,900 to a decision and determine 281 00:09:36,900 --> 00:09:37,900 that any of the 106 282 00:09:37,900 --> 00:09:38,900 cryptocurrencies traded on 283 00:09:38,900 --> 00:09:40,900 Voyager, our securities, are 284 00:09:40,900 --> 00:09:42,900 otherwise illegal to transact. 285 00:09:42,900 --> 00:09:43,900 So they come to that 286 00:09:43,900 --> 00:09:44,900 decision. 287 00:09:44,900 --> 00:09:45,900 And that's not true. 288 00:09:45,900 --> 00:09:46,900 I mean, I think that's 289 00:09:46,900 --> 00:09:47,900 what the government is 290 00:09:47,900 --> 00:09:48,900 fighting over that in light 291 00:09:48,900 --> 00:09:49,900 of what you've just said. 292 00:09:49,900 --> 00:09:50,900 I mean, you can't come up with 293 00:09:50,900 --> 00:09:54,900 some language that both sides 294 00:09:54,900 --> 00:09:55,900 can live with. 295 00:09:55,900 --> 00:09:56,900 We've been we've been trying 296 00:09:56,900 --> 00:09:57,900 your honor to come up with 297 00:09:57,900 --> 00:09:58,900 language that both sides can 298 00:09:58,900 --> 00:09:59,900 live with. Those discussions 299 00:09:59,900 --> 00:10:02,900 are underway, not concluded. 300 00:10:02,900 --> 00:10:03,900 And we just want to be clear 301 00:10:03,900 --> 00:10:04,900 on one point on what the 302 00:10:04,900 --> 00:10:05,900 exculpation clause does and 303 00:10:05,900 --> 00:10:06,900 what it doesn't do. I think 304 00:10:06,900 --> 00:10:07,900 there was some confusion at 305 00:10:07,900 --> 00:10:08,900 the district court. The 306 00:10:08,900 --> 00:10:09,900 government argued that the 307 00:10:09,900 --> 00:10:11,900 exculpation clause acts as an 308 00:10:11,900 --> 00:10:12,960 act of 309 00:10:11,900 --> 00:10:13,900 enforcement of the 310 00:10:13,900 --> 00:10:14,900 transaction. The exculpation 311 00:10:14,900 --> 00:10:15,900 clause states clearly that 312 00:10:15,900 --> 00:10:18,900 excommunicated parties, quote, 313 00:10:18,900 --> 00:10:19,900 So have no liability for 314 00:10:19,900 --> 00:10:22,900 executing the transactions. It 315 00:10:22,900 --> 00:10:23,900 does not state that the 316 00:10:23,900 --> 00:10:24,900 government is enjoying from 317 00:10:24,900 --> 00:10:25,900 doing anything. That for some 318 00:10:25,900 --> 00:10:27,900 reason, the government sought 319 00:10:27,900 --> 00:10:28,900 to personally punish an 320 00:10:28,900 --> 00:10:29,900 individual for executing 321 00:10:29,900 --> 00:10:30,900 transaction on the plan. That 322 00:10:30,900 --> 00:10:31,900 individual raise exculpation 323 00:10:31,900 --> 00:10:33,900 as an affirmative defense and 324 00:10:33,900 --> 00:10:34,900 the district court would have 325 00:10:34,900 --> 00:10:35,900 to determine whether the 326 00:10:35,900 --> 00:10:36,900 conduct was within scope or 327 00:10:36,900 --> 00:10:37,900 without. So there is no 328 00:10:37,900 --> 00:10:38,900 injunctive relief or 329 00:10:38,900 --> 00:10:41,900 anything. The district court 330 00:10:41,900 --> 00:10:42,900 is not going to be 331 00:10:42,900 --> 00:10:43,900 executing its police powers, 332 00:10:43,900 --> 00:10:51,900 which is entitled to do. 333 00:10:51,900 --> 00:10:52,900 But this can all be corrected 334 00:10:52,900 --> 00:10:55,900 in by the district court, 335 00:10:55,900 --> 00:10:56,900 right? 336 00:10:55,900 --> 00:10:57,900 This can all be corrected by 337 00:10:57,900 --> 00:10:58,900 the district court. The 338 00:10:58,900 --> 00:11:00,900 district court can basically 339 00:11:00,900 --> 00:11:01,900 come up with new language that 340 00:11:01,900 --> 00:11:02,900 satisfies both parties. If 341 00:11:02,900 --> 00:11:05,900 the parties can't do it 342 00:11:05,900 --> 00:11:06,900 themselves. 343 00:11:06,900 --> 00:11:09,900 The district court can take 344 00:11:09,900 --> 00:11:10,900 a pen to the language of the 345 00:11:10,900 --> 00:11:11,900 language. 346 00:11:11,900 --> 00:11:12,900 The district court can take a 347 00:11:12,900 --> 00:11:13,900 pen to the language of the 348 00:11:13,900 --> 00:11:14,900 language and excise certain 349 00:11:14,900 --> 00:11:15,900 provisions and not others. 350 00:11:15,900 --> 00:11:16,900 That's not the 351 00:11:16,900 --> 00:11:17,900 request. 352 00:11:17,900 --> 00:11:18,900 The district court would then 353 00:11:18,900 --> 00:11:19,900 send it back to the 354 00:11:19,900 --> 00:11:20,900 bankruptcy court to amend the 355 00:11:20,900 --> 00:11:21,900 language. 356 00:11:21,900 --> 00:11:31,900 Yes, that's right. 357 00:11:31,900 --> 00:11:32,900 We also believe that the 358 00:11:32,900 --> 00:11:33,900 district court. 359 00:11:33,900 --> 00:11:36,900 The district court is not 360 00:11:36,900 --> 00:11:37,900 going to be able to do that. 361 00:11:37,900 --> 00:11:39,900 The district court is short 362 00:11:39,900 --> 00:11:40,900 thrift to the harm that could 363 00:11:40,900 --> 00:11:41,900 be fall. 364 00:11:41,900 --> 00:11:42,900 The creditors and just to be 365 00:11:42,900 --> 00:11:45,900 clear, the creditors are 1.1 366 00:11:45,900 --> 00:11:46,900 million retail customers. 70% 367 00:11:46,900 --> 00:11:50,900 of the accounts are under $100,000. 368 00:11:50,900 --> 00:11:51,900 Our constituents are having a 369 00:11:51,900 --> 00:11:52,900 difficult time being for 370 00:11:52,900 --> 00:11:53,900 mortgages, car notes, everyday 371 00:11:53,900 --> 00:11:54,900 things. They badly need their 372 00:11:54,900 --> 00:11:55,900 crypto back. And so any 373 00:11:55,900 --> 00:11:58,900 extension and any any extension 374 00:11:58,900 --> 00:12:01,900 of the stay harms them every 375 00:12:01,900 --> 00:12:02,900 day. 376 00:12:02,900 --> 00:12:04,900 So that's a question that 377 00:12:03,900 --> 00:12:05,900 the district court would 378 00:12:04,900 --> 00:12:06,900 answer. 379 00:12:05,900 --> 00:12:07,900 If the state would have to 380 00:12:06,900 --> 00:12:08,900 return it with any state would 381 00:12:07,900 --> 00:12:09,900 would violate. And so you 382 00:12:08,900 --> 00:12:11,900 have to overturn it. The 383 00:12:11,900 --> 00:12:12,900 answer is no. And the 384 00:12:12,900 --> 00:12:14,900 difference in this case is the 385 00:12:14,900 --> 00:12:15,900 finance. You finance still 386 00:12:15,900 --> 00:12:16,900 will expire on April 18th. 387 00:12:16,900 --> 00:12:17,900 Bonds is the opportunity to 388 00:12:17,900 --> 00:12:24,900 get those stay with a tight 389 00:12:24,900 --> 00:12:25,900 schedule. 390 00:12:24,900 --> 00:12:29,900 That's a stay. 391 00:12:29,900 --> 00:12:30,900 A state that puts at risk a 392 00:12:30,900 --> 00:12:32,900 state that puts at risk a 393 00:12:32,900 --> 00:12:33,900 state that puts at risk a 394 00:12:33,900 --> 00:12:34,900 state that puts at risk. Meaning 395 00:12:34,900 --> 00:12:36,900 what? April 18th finance has 396 00:12:36,900 --> 00:12:37,900 the ability to walk. 397 00:12:37,900 --> 00:12:38,900 Okay. 398 00:12:38,900 --> 00:12:41,900 So that's a week. And so 399 00:12:41,900 --> 00:12:42,900 there are a lot of things that 400 00:12:42,900 --> 00:12:46,900 could happen. We've been 401 00:12:46,900 --> 00:12:47,900 really to each since. 402 00:12:47,900 --> 00:12:50,900 Yeah. Well, let's kick 403 00:12:50,900 --> 00:12:51,900 around. 404 00:12:50,900 --> 00:12:51,900 Yes, your honor. But let me be 405 00:12:51,900 --> 00:12:52,900 very clear on the timeline 406 00:12:52,900 --> 00:12:54,900 because I think there was 407 00:12:54,900 --> 00:12:55,900 there was some confusion. 408 00:12:55,900 --> 00:12:57,900 April 18th is a date by which 409 00:12:57,900 --> 00:12:58,900 the finance must close. They 410 00:12:58,900 --> 00:13:01,900 must be closed. And then 411 00:13:01,900 --> 00:13:02,900 April 18th is a date by which 412 00:13:02,900 --> 00:13:04,900 all conditions to closing must 413 00:13:04,900 --> 00:13:06,900 be satisfied, which includes 414 00:13:06,900 --> 00:13:07,900 that there are no orders or 415 00:13:07,900 --> 00:13:08,900 temporary restraining orders 416 00:13:08,900 --> 00:13:09,900 are preliminary permanent 417 00:13:09,900 --> 00:13:10,900 junctions in effect, 418 00:13:10,900 --> 00:13:11,900 restraining and joining, 419 00:13:11,900 --> 00:13:12,900 making illegal or otherwise 420 00:13:12,900 --> 00:13:13,900 prohibiting the transaction. 421 00:13:13,900 --> 00:13:15,900 That's 7.1 a that's required 422 00:13:15,900 --> 00:13:16,900 to be complete. 3 business 423 00:13:16,900 --> 00:13:23,900 days prior to the April 18th 424 00:13:23,900 --> 00:13:24,900 closed. 425 00:13:24,900 --> 00:13:29,900 Okay. 426 00:13:29,900 --> 00:13:30,900 The word out of the district 427 00:13:30,900 --> 00:13:31,900 court is we have a pending 428 00:13:31,900 --> 00:13:32,900 briefing schedule. The 429 00:13:32,900 --> 00:13:33,900 government's brief was just 430 00:13:33,900 --> 00:13:36,900 filed. Ours is due on the 431 00:13:36,900 --> 00:13:38,900 14th. And then the reply is 432 00:13:38,900 --> 00:13:40,900 on April 18th. And so the 433 00:13:40,900 --> 00:13:41,900 decision was made after the 434 00:13:41,900 --> 00:13:42,900 what we're viewing is a drop 435 00:13:42,900 --> 00:13:46,900 that date because finance has 436 00:13:46,900 --> 00:13:47,900 refused to accept. 437 00:13:47,900 --> 00:13:48,900 I guess. But the judge 438 00:13:48,900 --> 00:13:49,900 chin's point, they haven't 439 00:13:49,900 --> 00:13:50,900 said they're going to walk 440 00:13:50,900 --> 00:13:51,900 away from the deal. They just 441 00:13:51,900 --> 00:13:52,900 haven't agreed to consent to 442 00:13:52,900 --> 00:13:54,900 the extension. 443 00:13:54,900 --> 00:13:55,900 That's our understanding. Yes. 444 00:13:55,900 --> 00:13:56,900 That was a discussion between 445 00:13:56,900 --> 00:14:00,900 the debtors and by. 446 00:14:00,900 --> 00:14:01,900 So it's hard to know how to 447 00:14:01,900 --> 00:14:02,900 interpret that. That might be 448 00:14:02,900 --> 00:14:03,900 just that they want to keep the 449 00:14:03,900 --> 00:14:08,900 pressure on or they want to 450 00:14:08,900 --> 00:14:09,900 you. 451 00:14:08,900 --> 00:14:09,900 This is you and arguing that 452 00:14:09,900 --> 00:14:10,900 this is really an injunction. 453 00:14:10,900 --> 00:14:11,900 There might be a lot of 454 00:14:11,900 --> 00:14:12,900 reasons why they're not 455 00:14:12,900 --> 00:14:15,900 consenting to an extension, 456 00:14:15,900 --> 00:14:18,900 but not without seeing that 457 00:14:18,900 --> 00:14:19,900 they're actually prepared to 458 00:14:19,900 --> 00:14:20,900 walk away from this deal. 459 00:14:20,900 --> 00:14:21,900 Well, they haven't agreed to 460 00:14:21,900 --> 00:14:22,900 consent to an extension. 461 00:14:22,900 --> 00:14:23,900 They're not going to be able to 462 00:14:23,900 --> 00:14:24,900 make a decision. They're going 463 00:14:24,900 --> 00:14:25,900 to be able to make a decision 464 00:14:25,900 --> 00:14:26,900 that are going to go into the 465 00:14:26,900 --> 00:14:28,900 hands of retail creditors. And 466 00:14:28,900 --> 00:14:30,900 so when the question is, it 467 00:14:30,900 --> 00:14:31,900 doesn't have the effect of a 468 00:14:31,900 --> 00:14:33,900 of a preliminary injunction. 469 00:14:33,900 --> 00:14:34,900 There's a deal that our 470 00:14:34,900 --> 00:14:35,900 constituents very much want 471 00:14:35,900 --> 00:14:36,900 that's not going to happen or 472 00:14:36,900 --> 00:14:37,900 could not happen if we don't 473 00:14:37,900 --> 00:14:40,900 get a decision by the time that 474 00:14:40,900 --> 00:14:41,900 we requested. 475 00:14:41,900 --> 00:14:47,900 There's one other issue that 476 00:14:47,900 --> 00:14:50,900 was raised by the government 477 00:14:50,900 --> 00:14:52,900 that was raised by the 478 00:14:52,900 --> 00:14:53,900 government. 479 00:14:52,900 --> 00:14:54,900 And that's the 480 00:14:54,900 --> 00:14:56,900 argument that there's a separate 481 00:14:56,900 --> 00:14:57,900 the separation of powers does 482 00:14:57,900 --> 00:14:59,900 not allow an article one judge 483 00:14:59,900 --> 00:15:02,900 to make those sorts of 484 00:15:02,900 --> 00:15:04,900 determinations. That's not so 485 00:15:04,900 --> 00:15:05,900 because the bankruptcy courts 486 00:15:05,900 --> 00:15:06,900 are required to interpret and 487 00:15:06,900 --> 00:15:08,900 enforce a bankruptcy code. One 488 00:15:08,900 --> 00:15:10,900 important provision is 11 USC 489 00:15:10,900 --> 00:15:12,900 1129, 8, 3, which requires a 490 00:15:12,900 --> 00:15:13,900 bank and support to find the 491 00:15:13,900 --> 00:15:14,900 plan has been proposing good 492 00:15:14,900 --> 00:15:17,900 faith and not by any means 493 00:15:17,900 --> 00:15:18,900 forbidden by law. 494 00:15:17,900 --> 00:15:19,900 That provision that state 495 00:15:19,900 --> 00:15:21,900 government is not going to 496 00:15:21,900 --> 00:15:22,900 be able to do that. 497 00:15:21,900 --> 00:15:23,900 That's why we're asking the 498 00:15:23,900 --> 00:15:24,900 government to come forward and 499 00:15:24,900 --> 00:15:27,900 say, hey, some of these 500 00:15:27,900 --> 00:15:28,900 transactions are legal. Some 501 00:15:28,900 --> 00:15:29,900 of these transactions are 502 00:15:29,900 --> 00:15:33,900 forbidden by law and they 503 00:15:33,900 --> 00:15:34,900 didn't do so. 504 00:15:34,900 --> 00:15:53,900 That's why we're asking the 505 00:15:35,900 --> 00:15:53,900 government to come forward and 506 00:15:53,900 --> 00:15:54,900 yes, thank you. 507 00:15:53,900 --> 00:15:56,900 I think that's as high as it 508 00:15:56,900 --> 00:15:57,900 goes. Good morning. Your 509 00:15:57,900 --> 00:15:58,900 honors. May please. The court. 510 00:15:58,900 --> 00:15:59,900 My name is JD Barnea. I'm an 511 00:15:59,900 --> 00:16:00,900 assistant United States 512 00:16:00,900 --> 00:16:01,900 attorney and I'm here on behalf 513 00:16:01,900 --> 00:16:02,900 of the United States of 514 00:16:02,900 --> 00:16:04,900 Congress. I'm a lawyer and I 515 00:16:04,900 --> 00:16:05,900 work for the United States 516 00:16:05,900 --> 00:16:07,900 Department of Justice. I work 517 00:16:07,900 --> 00:16:08,900 for the United States Department 518 00:16:08,900 --> 00:16:09,900 of Justice. I work for the 519 00:16:09,900 --> 00:16:10,900 Department of Justice. I work 520 00:16:10,900 --> 00:16:11,900 for the Department of Justice 521 00:16:11,900 --> 00:16:12,900 on the implementation of 522 00:16:12,900 --> 00:16:14,900 federal and state criminal and 523 00:16:14,900 --> 00:16:15,900 civil enforcement laws against 524 00:16:15,900 --> 00:16:17,900 entities and individuals will 525 00:16:17,900 --> 00:16:18,900 be undertaking broadly 526 00:16:18,900 --> 00:16:19,900 defined, highly 527 00:16:19,900 --> 00:16:22,900 traditionally unsupervised 528 00:16:22,900 --> 00:16:23,900 actions in a field right with 529 00:16:23,900 --> 00:16:28,900 fraud and abuse. No court of 530 00:16:28,900 --> 00:16:29,900 any kind as that authority. 531 00:16:29,900 --> 00:16:30,900 The district court correctly 532 00:16:30,900 --> 00:16:31,900 state implementation of this 533 00:16:31,900 --> 00:16:38,900 to the effect that if somebody commits fraud in carrying out the plan as directed by the 534 00:16:39,980 --> 00:16:44,420 bankruptcy court, that person cannot be prosecuted successfully for fraud. 535 00:16:44,420 --> 00:16:47,140 Well, I ask that very question to... 536 00:16:47,140 --> 00:16:53,780 The order gives a defense to a prosecution for fraud. First of all, before reaching that, 537 00:16:53,780 --> 00:16:58,340 do you agree with your adversary that there's nothing in the order that prevents the government 538 00:16:58,340 --> 00:17:05,340 from launching a prosecution, they say it's merely... At most, it's a defense against 539 00:17:05,620 --> 00:17:06,500 a fraud charge. 540 00:17:06,500 --> 00:17:13,500 Well, the bankruptcy court said that the parties shall have no liability for any fines, penalties, 541 00:17:15,900 --> 00:17:20,500 or other liabilities. So, to the extent that this is, quote unquote, a defense, it is essentially 542 00:17:20,500 --> 00:17:26,460 a complete defense. It is an ex ante defense as applied to conduct that hasn't yet occurred. 543 00:17:26,460 --> 00:17:27,460 That is not an appropriate... 544 00:17:27,460 --> 00:17:32,660 Is there any other clause that states that it doesn't serve as a defense? It says effectively 545 00:17:32,660 --> 00:17:36,380 that it does not serve as a defense against a fraud charge? 546 00:17:36,380 --> 00:17:42,740 There are two clauses in the exculpation provision. One of which says that with respect to the 547 00:17:42,740 --> 00:17:48,620 negotiation, execution, and implementation of any transactions contemplated by the plan, 548 00:17:48,620 --> 00:17:53,700 there would be a defense, an exception for actual fraud with willful misconduct or gross 549 00:17:53,700 --> 00:17:54,420 negligence. 550 00:17:54,420 --> 00:17:59,540 Then it says, in addition, the exculpated parties shall have no liability for fines, 551 00:17:59,540 --> 00:18:03,860 penalties, damages, or other liabilities for the rebalancing transactions and the distribution 552 00:18:03,860 --> 00:18:09,180 of cryptocurrencies. There is no similar exclusion for fraud or intentional conduct. When I asked 553 00:18:09,180 --> 00:18:16,180 the bankruptcy court whether it was intending to enjoin criminal prosecutions, it said 554 00:18:16,240 --> 00:18:20,740 that it was preposterous for the government to suggest that it could criminally prosecute 555 00:18:20,740 --> 00:18:26,100 people for merely following what it perceived as to be its order. 556 00:18:26,100 --> 00:18:32,180 It may be that the bankruptcy court intended in one place to exclude fraud, but it was 557 00:18:32,180 --> 00:18:37,620 very clear that it intended to bar criminal prosecution specifically of... I would imagine 558 00:18:37,620 --> 00:18:44,140 in this kind of context, types of criminal claims that could arise are generally involved 559 00:18:44,140 --> 00:18:49,740 fraud or intentional conduct. It's pretty clear that the bankruptcy court intended to 560 00:18:49,740 --> 00:18:53,140 preclude that. Moreover, the harm claimed by the appellant... 561 00:18:53,140 --> 00:18:57,180 Why do you say it's pretty clear? I don't understand the pretty clear. It seems to me 562 00:18:57,180 --> 00:19:04,180 that the way you characterize it, the judge didn't answer your question. When you said, 563 00:19:07,420 --> 00:19:11,860 may they be prosecuted, the judge said it's preposterous to think that they would be prosecuted. 564 00:19:11,860 --> 00:19:18,860 No, it's preposterous to think that they would... That he should not... I'm sorry. The bankruptcy 565 00:19:18,860 --> 00:19:24,060 court said it was preposterous for the government to suggest that it could prosecute people 566 00:19:24,060 --> 00:19:29,500 for following the bankruptcy court's order, suggesting that the bankruptcy court fully 567 00:19:29,500 --> 00:19:33,900 intended to bar criminal prosecutions. Moreover, the harms identified by the appellants in 568 00:19:33,900 --> 00:19:39,660 this case is the terrifying harm that they identify in their brief is that they might 569 00:19:39,660 --> 00:19:45,140 be criminally prosecuted for engaging in these transactions. If in fact all that we're talking 570 00:19:45,140 --> 00:19:52,140 about here are non-fraud or non-criminal prosecutions, then the harm identified by the appellants 571 00:19:53,260 --> 00:19:57,700 that would justify this extraordinary application to this court all but vanishes, although the 572 00:19:57,700 --> 00:20:01,540 harm to the government remains essentially the same because the district court may not 573 00:20:01,540 --> 00:20:06,340 bar any causes of action, civil or criminal, by the government, whether they sound in ordinary 574 00:20:06,340 --> 00:20:11,540 negligence, gross negligence, harm or willful misconduct. It's simply outside the power 575 00:20:11,540 --> 00:20:16,580 of the bankruptcy court to decide which federal laws should and should not apply as against 576 00:20:16,580 --> 00:20:22,660 the appellants in particular circumstances. However, again, to the extent that the appellants 577 00:20:22,660 --> 00:20:27,820 believe that they are receiving a substantial protection that might be taken away, they 578 00:20:27,820 --> 00:20:31,380 specifically identified the protection against criminal prosecution as the one that they 579 00:20:31,380 --> 00:20:36,860 are trying to protect against, and that is one that the plain reading of bankruptcy court's 580 00:20:36,860 --> 00:20:41,860 order might grant them, but is plainly illegal and unconstitutional. 581 00:20:41,860 --> 00:20:46,860 I guess it's not clear to me why this all has to be resolved before the plan is approved. 582 00:20:46,860 --> 00:20:53,860 I mean, there are often disputes as to provisions in a plan or closing documents. The parties 583 00:20:53,980 --> 00:20:58,780 might have different views as to what they mean, but until there's actual litigation, 584 00:20:58,780 --> 00:21:01,820 that doesn't have to necessarily be resolved. 585 00:21:01,820 --> 00:21:07,180 And precisely, and the government proposed this to the parties, to the appellants, in 586 00:21:07,180 --> 00:21:11,900 the bankruptcy court and the district court, the exculpation clause could simply be separately 587 00:21:11,900 --> 00:21:13,500 stayed from the plan itself. 588 00:21:13,500 --> 00:21:18,460 But why does it have to be stayed? What it means, whether it's as broad as you say it 589 00:21:18,460 --> 00:21:22,580 is or whether it's as narrow as they say it is, why is that something that has to be resolved 590 00:21:22,580 --> 00:21:24,100 before the plan is approved? 591 00:21:24,100 --> 00:21:27,900 Because of the doctrine of equitable mootness, Your Honor. Equitable mootness holds that 592 00:21:27,900 --> 00:21:32,540 if a plan, if a bankruptcy plan is substantially consummated while an appeal is pending and 593 00:21:32,540 --> 00:21:37,700 it is not stayed, then any appeal of that plan is rendered equitably. 594 00:21:37,700 --> 00:21:39,020 But it's your appeal, right? 595 00:21:39,020 --> 00:21:39,540 Yes. 596 00:21:39,540 --> 00:21:44,060 So do you not care whether this closing happens? I mean, it doesn't really matter to you? 597 00:21:44,060 --> 00:21:46,540 The government has no objection to this closing to happen. 598 00:21:46,540 --> 00:21:50,700 That's all it is. It's just no objection to it happening. But it doesn't matter whether 599 00:21:50,700 --> 00:21:53,520 it happens or not. Is it no moan to you? 600 00:21:53,520 --> 00:21:57,700 To the extent that the customers are able to access their funds, that's not... 601 00:21:57,700 --> 00:22:00,980 That sounds like a good thing. And so we have no problem with that happening. 602 00:22:00,980 --> 00:22:04,620 Under any stretch, would it be a bad thing? 603 00:22:04,620 --> 00:22:08,620 I'm not aware of any specific bad thing that would happen from customers being able to 604 00:22:08,620 --> 00:22:09,260 access their... 605 00:22:09,260 --> 00:22:14,140 So if your appeal to the district court and the arguments you're making here scuttle the 606 00:22:14,140 --> 00:22:17,020 deal, that's just lying? 607 00:22:17,020 --> 00:22:18,860 It is not our intention to do so. 608 00:22:18,860 --> 00:22:22,340 Well, it seems like it's getting right to the brain, though, doesn't it? 609 00:22:22,340 --> 00:22:28,060 Well, again, first of all, the reason why we're having this fight is because the appellants 610 00:22:28,060 --> 00:22:33,020 insisted on including this and the bankruptcy court ultimately agreed to include this language 611 00:22:33,020 --> 00:22:37,620 in the bankruptcy plan that has no place in the bankruptcy plan. The government is normally 612 00:22:37,620 --> 00:22:43,340 carved out from exculpation clauses in bankruptcy cases. And in that event, as it was earlier 613 00:22:43,340 --> 00:22:47,340 on in this particular bankruptcy plan, in that event, the government wouldn't got involved 614 00:22:47,340 --> 00:22:53,080 at all in this case. So the harm is entirely of the appellant's own making in that they 615 00:22:53,080 --> 00:22:57,140 insisted on receiving this illegal protection that they're not entitled to and that the 616 00:22:57,140 --> 00:23:01,940 bankruptcy court was not entitled to offer them as a condition of proceeding. The harm 617 00:23:01,940 --> 00:23:07,080 to them should this exculpation provision be excised from the plan is simply that they 618 00:23:07,080 --> 00:23:10,460 have to follow the law like everyone else and that ordinary laws that apply to every 619 00:23:10,460 --> 00:23:15,020 single person in the United States would also apply to them in the execution of the plan. 620 00:23:15,020 --> 00:23:17,460 That is not any harm at all. However, if they... 621 00:23:17,460 --> 00:23:23,080 It might subject them to a lot of civil lawsuits, right? 622 00:23:23,080 --> 00:23:25,780 It may subject them to whatever civil lawsuits... 623 00:23:25,780 --> 00:23:27,540 But that's not a harm at all? 624 00:23:27,540 --> 00:23:32,460 It's not a harm at all to be subject to the law as it is. They have defenses as against 625 00:23:32,460 --> 00:23:36,860 lawsuits to the extent that they're sued with respect to a civil lawsuit, with respect to 626 00:23:36,860 --> 00:23:39,900 something that was already decided by the bankruptcy court. They can say that it's rest 627 00:23:39,900 --> 00:23:40,900 judicata. 628 00:23:40,900 --> 00:23:46,340 That the government is entitled to prosecute crimes and the bankruptcy court is not entitled 629 00:23:46,340 --> 00:23:48,660 to tell the government you can't do it. 630 00:23:48,660 --> 00:23:54,220 Precisely, Your Honor. And again, to the extent that they wish to fight over this on appeal, 631 00:23:54,220 --> 00:23:59,340 that is fine. We can stay just to exculpation provision. That provision can be put on hold 632 00:23:59,340 --> 00:24:01,900 pending a review of the merits if ultimately... 633 00:24:01,900 --> 00:24:07,500 But I just don't even understand what you're worried about. If we had jurisdiction, I wouldn't 634 00:24:07,500 --> 00:24:10,860 really understand what you're worried about. You're concerned that someone's gonna cite 635 00:24:10,860 --> 00:24:17,860 this provision in a criminal trial and say, and therefore, I can't be convicted of fraud. 636 00:24:18,420 --> 00:24:19,860 That's what you're worried about. 637 00:24:19,860 --> 00:24:21,340 A criminal case, a civil... 638 00:24:21,340 --> 00:24:24,380 Do you have any case where that's ever happened? 639 00:24:24,380 --> 00:24:26,460 Well, this is the first time as far as we... 640 00:24:26,460 --> 00:24:31,380 The bankruptcy court said we were allowed to commit crimes and now the government's 641 00:24:31,380 --> 00:24:33,580 prosecuting us for it. 642 00:24:33,580 --> 00:24:37,740 The bankruptcy court said that the participants in these transactions shall have no liability 643 00:24:37,740 --> 00:24:44,740 for fines, penalties, or damages or other liabilities with regard to the implementation 644 00:24:44,740 --> 00:24:48,660 of these transactions. The bankruptcy court has no authority to say that and certainly 645 00:24:48,660 --> 00:24:55,020 I hope that even with this language, another court would essentially ignore it and proceed 646 00:24:55,020 --> 00:24:59,100 to apply the law as it is, but this is an unacceptable risk for the government for courts 647 00:24:59,100 --> 00:25:03,900 to be issuing this type of order purporting to exculpate people in this fashion. And it 648 00:25:03,900 --> 00:25:08,580 is for that institutional interest which implicates both the constitutional interests of the United 649 00:25:08,580 --> 00:25:11,980 States and the separations of power that the government felt compelled to appeal in. 650 00:25:11,980 --> 00:25:15,500 I suppose your concern goes beyond this case as well. 651 00:25:15,500 --> 00:25:16,700 Absolutely, Your Honor, because... 652 00:25:16,700 --> 00:25:23,700 A precedent for including the same order as a part of the confirmation of a future bankruptcy. 653 00:25:27,580 --> 00:25:32,380 Yes, Your Honor, the bankruptcy bar is relatively tight-knit and essentially the way this works 654 00:25:32,380 --> 00:25:36,060 is as soon as somebody gets something out of one bankruptcy court, everyone asks for 655 00:25:36,060 --> 00:25:41,060 it in every bankruptcy case. So if this court or the district court on appeal does not remedy 656 00:25:41,060 --> 00:25:46,460 this error, we can expect hundreds and thousands of these types of excultation clauses in cases 657 00:25:46,460 --> 00:25:51,540 around the country and the havoc that that would entail specifically with regard to government 658 00:25:51,540 --> 00:25:55,860 enforcement and perhaps even more broadly would be unimaginable. So we're here to try 659 00:25:55,860 --> 00:26:02,860 to stop it in a relatively unique situation where the district, where the bankruptcy court 660 00:26:02,860 --> 00:26:07,220 explicitly directed its exculpation to the government. And for the most part, these exculpation 661 00:26:07,220 --> 00:26:12,500 clauses, as I said, the government has either explicitly carved out or it is sort of understood 662 00:26:12,500 --> 00:26:15,860 from context that they don't apply to the government at all. But to the extent that 663 00:26:15,860 --> 00:26:20,780 anyone is trying to exculpate someone from criminal or civil enforcement liability of 664 00:26:20,780 --> 00:26:27,020 the government, that is simply unacceptable and cannot stand. And I see my time is up, 665 00:26:27,020 --> 00:26:28,620 but I'm happy to answer any further questions. 666 00:26:28,620 --> 00:26:51,340 Okay, real reserved decision, but thank you. We're mindful of the time restrictions. Thanks.