Company Law as Corporate Control - Essay Example

Company Law Introduction: It could be seen in terms of the fact that every corporate needs a legal regime to control and monitor its affairs, and infuse focus and direction to a corporate’s tryst with goals and objectives. For this, it may be necessary over time to shed contemporary beliefs and attitudes and seek to harbour new corporate ideals that are more in consonance with the establishment. Again a corporate possesses legal personality- it is an entity that is imbued with features different from its promoters, members or employees. This offers it characteristics like perpetual existence, legal presence, ability to borrow and lend funds and act as a corporate citizen. Fundamentally, corporate control could exist at two planes- internal and external. By internal control is meant how corporate discipline themselves through a series of financial and management control mechanism, aimed at cost consciousness, quality control, financial conservation and accounting rigidity. Corporate moves along robust rules, regulations, norms and procedures. Public companies and corporations are always under regulatory scrutiny since they deal with public funds, and have a higher degree of accountability and responsibility, especially when seen in comparison with private limited companies who mainly deal only with private or promoter’s funds. The characteristics of companies are in terms of their possession of a legal entity or personality, segregated from its directors, members or employees scope of financing, limited liability concept, management, profit sharing, taxation laws, public or private participation in its share structuring, method of termination of their functioning, or liquidation. It is this feature of legal entity concept that provides impetus, mobility and motility to companies and keeps it on the move, for many years into the future of its existence over time. While having a distinct legal individuality, it would also be necessary to conform to Governmental and local laws of land in which it is registered and the countries in which it resides and operates business dealings. Social responsibility of corporate: However, there are often misconceptions about the true role and functions of corporate. Some schools of thought ascribe companies as profit- seeking groups. One of the key areas in which corporates operate today is in the discharge of their social responsibilities and duties towards the communities in regions where they function whether at local, domestic or global level. This could be done in the following ways: sponsor business activities that bring concurrent fiscal, community and ecological benefits Work in unison and harmony with private ownerships, societal institutions, cartels, ultimate users and other shareholders of business enterprises support novel business ideas/ ongoing development and application of good industry norms make certain that companies operate within the parameters of reasonable levels of performance in critical fields like community and employee health & safety, respect for the environment and ecological balance and affording equal opportunities to all without bias or prejudices Persuade heightened responsiveness, open positive and productive exchange of ideas and operate in an environment of mutual belief and belief in all transactions. construct a policy structure which promotes, allows and ensures responsible and responsive conduct by the business community Partnering the Government in its efforts for offering sustainable development by fostering a culture of healthy work climate, participating in community programmes and setting standards for safe corporate governance at all levels Different genres of companies in the UK: The various types of companies in UK are: Companies limited by shares, companies limited by guarantee, public limited companies and unlimited companies. 1 Companies limited by shares, are companies in which the share holders are liable for the unpaid amount of the shares that are held in their names. Unlike proprietorships or partnerships, they do not possess liabilities beyond shareholdings. Similarly, profits are shared by all shareholders after transferring appropriate amount to funds for special needs in as much as “a proportion is retained within the business for working capital and future growth purposes.” 2 Next, companies limited by guarantees are not profit seeking companies but are usually charitable trusts, organisation and social service centres. The surplus funds are earmarked for pursuing the “kinds of activities and areas which the company is allowed to engage in.” 3 In the case of public limited companies (plc) “In order to register and set-up such an entity, there is a requirement that it has an issued share capital of at least £50,000. Of this amount, a minimum of £12,500 must be paid to the company.” 4 Plc need to be more responsive, reliable and responsible corporates than private limited companies since they deal with public funds. Finally, unlimited UK companies are a rare breed which seeks unlimited liability for themselves very much like partnerships or sole owner businesses. The main idea may be in terms of “continuance of the business” should one of the owners die, or become superannuated. 5 Key role of shareholders: In real terms the shareholders are the virtual owners of companies, since they provide the necessary corpus for establishment and development of the company. Their association with the company may start from the inception when they buy shares in the company and continues until the final liquidation when the business goes under the hammer and they receive their investments back after the company has wound up operations. During its useful working life, companies provide dividends to shareholders as rewards for investments. Equity shareholders need to be paid at the discretion of the Board of Directors, subject to availability of allocable surplus; preferential shareholders carry fixed dividends that need to be met by company on privileged basis. Equity shareholders have voting rights while preferential shareholders do not possess such prerogatives. Shareholders enjoin a special relationship with the management of the company. As a class, they enjoin voting rights on major issues affecting the company’s activities and also decide critical issues that affect their interests in such companies. Actions like appointment of directors and auditors, special motions like taking or granting loans by the company, issue of rights and bonus shares, etc, all aspects that affect the business interests of such class of shareholders need to be voted and decided by them at General meetings. Their role would be as de facto owners and decision makers of the company. However it is quite possible that if shareholders, did not perform their roles as overseers of management activities, or allowed the Board of directors to act as they please, the company could become a breeding ground for unscrupulous and unauthorised activities and corrupt practices. Re-Barings Bank case: The Barings Bank collapsed because of the unauthorized trading of a trader, Nick Leeson, who showed imaginary profits in derivative trading when the company was incurring huge losses. As a result of lack of proper monitoring system and poor risk management services in the bank at that time, the top management was not informed about the sordid state of affairs in the Barings Bank, and came to know about it only after the bubble burst. Three directors were indicted for corporate malfeasance. The main responsibilities of board members were in terms of ensuring that the profitability shown by Leeson was accurate and that the operations of the front and back office were being carried out according to management policies and procedures. There had been a virtual collapse of administrative management in Barings which resulted in the bankruptcy of the longest serving bank in UK incurring losses well over £1 billion. In his verdict in the case, Jonathan Parkar J., verdict that “Directors have, both collectively and individually, a continuing duty to acquire and maintain a sufficient knowledge and understanding of the company's business to enable them properly to discharge their duties as directors.” 6 Management of large public limited companies need to know that they are only trustees of public funds and need to respect the legal entity of the company. Companies are independent of the people who run the showin terms of its promoters, director or executive managers who conduct the day to day management and administration of the company. Directors and managers are agents of the company and are empowered under its Memorandum and Articles of Association to act on behalf of the company. Thus a company , through authorized officers could enter into contracts, open and transact bank accounts, interact with customers, vendors and third parties , buy, sell and transact business as empowered by its founding documents, all this executed by its agents, for and on behalf of the company. Perpetual existence: However, the company cannot be liquidated, even if all its promoters and directors retire, or quit, having being formed by the power of law and legal statutes, its operations are controlled and administered by it, and therefore only a legal procedure called dissolution could signal the demise of the Company. Just as a company is a creation of the law, its demise shall also be administered by legal compliances. The modus operandi would involve appointment of an Official Receiver who would receive proceeds of all the assets sold in the liquidating company, and an official liquidator would foresee the liquidation process by which repayments would be made to creditors, employees and shareholders (Preferential and Equity) according to their order of ranking and preference. The concept of being a legal entity provides the company with perpetually, giving and taking loans; require public floatation of shares, bonds, debentures and equity trading. However, all non routine matters undertaken by the legal entity need to be ratified and permitted by its shareholders during General Meetings since they are the actual owners of the company. Distinct characteristics of company: A company’s distinctiveness is set apart by its distinct logo, lettering style and Common Seal which is copyrighted and can be used only by the owner. Its distinctive logo and lettering style serves as a reminder of the concept of legal entity and corporate character of the business. It could also be in terms of the fact that the Common Seal of the company is a protected seal and is used for sealing contracts and other major documents of the company. It is also in the custody of a responsible officer. Parent/ Holding and subsidiary companies: A parent company is a company which has significant controlling interest in another company by virtue of holding of equities in the latter. If a company is able to acquire majority shares in another company, such that it is able to control and manage its affairs, the first company, who controls is called the parent company, and the company who is so controlled is called the subsidiary. Thus controlling and equity holdings exercises influence of one company over another. A holding company on the other hand, may be a company which is not directly engaged in buying, selling or producing products or services. It may be only in terms of a company which has sufficient equity holdings (over 51%) such that it becomes a holding company and the company where it has controlling interests becomes its subsidiary. A company resident in the UK is a subsidiary of another company if it is a body corporate which fulfils the following conditionalties: It is seen as 51% subsidiary except that the other company is a non-owner, or of any share capital which it owns directly in a body corporate, if a profit on the sale of the shares would be treated as a trading receipt of its trade, or, if any share capital which it owns indirectly, and which is owned directly by a body corporate for which a profit on the sale of the shares would be a trading receipt, or of any share capital which it owns directly or indirectly in a body corporate is not resident in UK. 7 saloman v. saloman case: It is considered a landmark case and a watershed one, since for the first time, the court recognised the fact that the company is different legal entity from its directors or owners, and needs to be viewed in that perspective. The case firmly established that upon assimilation, a new and separate legitimate body comes into existence. At law, a corporation is a distinct person with its own individuality, separate from and autonomous of, the persons who formed it, who spend money in it, and who direct and manage its operations. It follows that the rights and duties of a corporate are independent of rights and duties of its directors, or members “by establishing that corporations are separate legal entities.” 8 What does the doctrine signify? The doctrine of separate legal entity vis-à-vis corporate group signifies that the company shall not be liable for the debts incurred by the directors or owners of the company in their personal capacity, nor could influential and powerful owners misuse their positions to create wealth for themselves by use of the company. The matter under consideration is not ownership but the fact that, having a distinct legal personality and being, it has an independent outlook autonomous of its owners or office bearers and the personal affiliations of the people cannot be manifest in the body corporate. It often happens that Courts are constrained to pierce the corporate veil when it feels that it is in the best interests of the parties to do so. It is also in terms of the fact that, in the opinion of the Courts, it is necessary that piercing the veil is necessary in order to be able to reach a convincing verdict in the case. In the Saloman case, the main issue was with respect to whether, Solaman, the owner shareholder, was correct in treating his claim as preferential creditor over the rights of other creditors. The Courts at that juncture felt it was correct, and laid down the precept of separate and independent corporate identity held by companies over individuals and directors or even owners. Thus Saloman & Co. was an entity autonomous from and independent of Saloman, the trader or even Saloman traders the sole trading company founded by him. Coming to fraud, it is seen that when the distinction between ownership and management is blurred, powerful, influential officers may use official facades to pursue their personal economic motives, or even commit fraud and misrepresentation in the name of corporate functioning. Piercing the corporate veil: In certain selected circumstances, or situations it becomes necessary for the company and its individual members or directors, etc, to be treated at par. Under such circumstances, it is possible for the Court to direct that the personal assets be attached for payment of company debts, since at this stage the corporate image of the company is now longer present. In most cases, companies lost their corporate character if their affairs were not conducted in sync with corporate law compliances and large scale legal violations are reported. However, this happens mainly in small ownership bases companies, or unlimited liability companies where distinction between ownership and management is hazy. The theories that emanate regarding origin of company could be seen in terms of the fact that former sole proprietorships or partnerships may be upgraded to the levels of joint stock companies or limited liability companies to streamline growth and development and gain access to more funds, etc. Also increased level of business has necessitated business to be channelised through scientifically planned and organized procedures and also better client servicing need to be carried out. However, it is only the outward structure and format that has changed. For all intents and purposes the directors and owners would remain the same, and their motives for business – profit maximisation also remains the same. Thus, since the management does not make much distinction between corporate or other forms, it may be necessary on certain occasions for Courts to uncover the corporate veil. Circumstances under which the corporate veil is lifted: When the Courts are of the confirmed and considered opinion that business cannot be carried out as joint stock Company, When legal or statutory requirements necessitate lifting of corporate veil for technical reasons Where fraud or misrepresentation is feared, and lifting the veil would clarify the situation Any other reason as set out by the Courts in exercise of its judicial powers and privileges Corporate manslaughter: It is now necessary to consider a very critical aspect of corporate called corporate manslaughter. The laws governing corporate manslaughter has recently undergone changes It refers to the prosecution and punishment of corporations, and/or people acting on behalf of corporations which lead to death of people, whether negligently or otherwise. As is evident, the impact and scale of prosecution in the event of corporate manslaughter would be beyond civil realms and punishment needs to take cognizance of the magnitude of such crimes. The problems would lie in gaining evidence and being able to link the crime committed with a director or other personally liable for corporate manslaughter. Further lack of evidences and witnesses for such crimes ensures that the culpability rate is low, as compared to other crimes However, this may not be effective in real terms. It is seen that even with the initiation of the new law, “The offence is aimed at cases where management failures lie across an organisation and it is the organisation itself that will face prosecution. However, individuals can already be prosecuted for gross negligence manslaughter/ culpable homicide and for health and safety offences.” 9 Aspects of agency in corporate functioning: An agreeable bond nurtured by deed or by law where one party, the principal, pro-offers power for another party, the agent, to act as though representing him (principal) under the control of principal to deal with a third party. An agency relationship is fiduciary in nature and the actions and inactions of the agent bind the principal in terms of its reasonableness or otherwise. If a person is driving down the road, an opposite truck hits and injures him, the owner or employer of the truck company would be held liable although he had played no part in the accident. This is because the acts of the agent are construed as acts of the principal, and he cannot escape the consequences of his employee/ servant’s actions or inactions. The acts of the directors bind the company in much the same way as an agent’s action binds the principal. This is because it is perfectly reasonable for a third party to assume that a director is bestowed with apparent powers to act for, and on behalf of the Company. In the event, Charles, as director of a software company promises to sell the fastest available computer systems to B a client, his company is bound to provide it, since he has acted within his official jurisdiction and the client had no reason to disbelieve his words. The agency agreement needs to be drafted which sets forth the duties, responsibilities and authority to be vested to the agents and the limits to such authority. It needs to be approved by Board of Directors and accepted by the signatories to the agency and registered. The agency needs to strictly conform to the agency contract in all matters concerning it. It established that Woolfson had only 2/3 interest in Solfred and the latter had no interest in Campbell. Therefore, it would not be judicious to contend that “the corporate veil can be pierced” to establish Wollfson was a true owner of Campbell business or had business interests in Salfred. 10 Gilford Motor Company v. Horne (1933): A mere façade denotes a sham or charade designed to deceive those in authority. In the case of Gilford Motor Company v. Horne(1933), the courts were of the opinion that the company started by the defendant in his wife’s name was designed not to carry on legal activities, but to circumvent the restriction the defendant was under, in being not permitted to carry out similar business as his former employers and pilfer their customers. 11 The facts presented by this case were that Horne was under covenant restrictions from his employers not to engage in the same trade, after his exit from the company. However, this was what he precisely did after he left the services of his company, and he even issued notices to his former clients to provide him with business. When his former employers came to know about this, they filed an injunction restring him to do so. He argued that it was the Company and not he who undertook such ventures. However, the Court was constrained in this case to lift the corporate veil and denounced that both he and his company were the same, and the courts upheld the injunction disallowing him to continue the same trade. Adams V.Cape Industries (1990) Ch 433: In the case of agency being applied to a group, it is seen that Courts need to decide whether constituents of the group need to be seen as one unit, or different units. In the case of being seen as one unit, the Court may decide to go ahead and lift the corporate veil and examine the holding company or the principal company. In other cases, the Court, may decide not to lift the corporate veil and examine the aspects of different agencies within the group. As was seen in the leading case of Adams V.Cape Industries.[1990] Ch 433 Here is a “case involving a foreign judgment against a company, the court in this case held that each company in the group is a separate entity.” 12 The principal findings by the Court of Appeals in this case was that an English trading Company would be deemed by English Court as having a business presence in another foreign location if the following conditions subsist : 1. It has set up a permanent place of business at that location at its own expense for specific period of time and it had carried out its own business there for specific period of time, or, 2. Its representative/agent had carried on the English trading business in that permanent place for specific period of time The main aspects in this issue pertained to whether the business carried out by the English company was performed by the original holding company, or by its representative or agents. The Court of Appeal held that piercing the corporate veil cannot be performed arbitrarily or just because of legal or economic demands. After this case was decided, English courts reached a consensus that the circumstances under which a corporate‘s veil could be pierced only under the following circumstances: When the courts are needed to interpret a law, agreement or document in a particular manner. When the Courts have reasons to believe that the company is just a sham to avoid detection of actual illegal occurrences behind it When it can be proved that the company is a lawful agent of its principal or its shareholders, whether corporate or individuals. “The court cannot lift the corporate veil merely because it considers that justice requires it. Nor can it have regard to the economic reality, and regard a group of companies as a single entity.” 13 Thus in this case the English courts refused to consider piercing the corporate veil to allow the constituents of the company to be grouped together and ruled that they were different entities. Each subsidiary were to be treated as a different company This has been reinforced in the deliberations of many courts. The aspects of legal bifurcation between the holding company and subsidiary have also been contemplated from the perspective of creditor settlements in the event of dissolution of the company. While the holding company and its subsidiary (ies) have different creditors, the assets of the company has to be utilised for meeting the liability of its own company and not for the satisfaction of claims of creditors of another company. In the case of Charterbridge Corporation v. Lloyds Bank Ltd. (1970) Ch. 62, the Court observed, interalia, which “Each company in a group is a separate legal entity and the directors of a particular company are not entitled to sacrifice the interests of that company.” 14 How UK Companies Act 2006 considers connections between holding and subsidiary company: It is seen that the Companies Act 2006 has laid down the criteria regarding holding and subsidiary company relationships as follows : Section 1159 of the CA 2006, states, interalia, that a company is a subsidiary of another (termed holding company) if that other company fulfils the following criteria: Controls majority of the voting rights in it Is a member in the other company and has to powers to remove the majority of its Board of Directors Is a member of it and singly controls it, pursuant to an agreement with other shareholders and majority of voting rights. Again in SS 1162 CA 2006, it conditions, besides clauses of SS 1159, that: One company should have the right to exercise a controlling influence over the other One company has a participatory interest and actually is able to dominate the other Having cogently defined the scope and width of the terms and its major criteria, it could be said that the nexus between parent or holding company vis-à-vis its subsidiary could be more clearly understood and regulatory mechanism enforced that could address common issues between the two, particularly with regard to cross company holdings, intercompany transactions, etc. Advantages of MNC business: In the present context of globalisation and international operations, it has become necessary for corporate to look beyond national boundaries for business growth and development. The new wave has generate a large number of multinational companies (MNCs ) and transnational companies who seek profitability and business opportunities in many parts of the globe. One of the main advantages of MNC operations is the exposure to wider and expansive markets, mostly unexploited. It would be ideal for testing new products or modifying existing ones. Again, overall profits would be increased since MNC could choose economic production zones where costs are lower, thus increasing its bottom line significantly. Global markets offer better deals than concentration in oversaturated, local or country ones. However, the heightened risks of business, governmental controls and work culture of a plethora of countries could offer reasonable challenges and thrust areas. Higher standards of regulatory measures on groups: The complex nature of holding company- subsidiary nexus has spawn regulatory measures to ensure that shareholders interests are fully protected and the rule of law enforced It has therefore become necessary for a greater degree of regulatory mechanism to be enforced on groups, especially where published accounts focus more on the group performance, rather than individual subsidiary performance. This process does shield low performing subsidiaries, being camouflaged along a stronger group associate. To a very large extent, the degree of control exercised by holding /parent companies over subsidiaries arrests growth prospects and enforces constricting barriers. It is necessary that a degree of flexibility and decentralized working style and culture is necessary for achieving goals and objectives, whether at a subsidiary or at the parent company’s levels. Another factor that needs to be consider that while subsidiary operations do bring in added value there are added risks and challenges in terms of lawsuits, disputes, governmental issues and compliance factors . A holding company is an entity different in itself, even dissimilar from the subsidiaries that it controls, either, directly or indirectly. With control comes responsibility and area of jurisdiction, especially in the context of indirect liabilities that may arise due to actions or inactions of the subsidiary. While taking responsibility for direct subsidiaries it is also necessary to consider the impact of business decision making in the larger canvas of parent subsidiary relationships. It is best to consider an overall control and accountability mechanism that could best address the issues that arise in corporate performance in a competitive environment. Independent profit centres: The best option is to treat subsidiaries as independent autonomous profit centres, completely integrated in itself, and only the final figures of performance or its bottom line need to be carried into the parent company’s accounts. This not only ensures that subsidiaries fend for themselves but also improve performance for their own survival and growth. The relations between a parent company and its subsidiaries would stem upon mutual facilitation in terms of commercial and financial exchanges, stocks and debtor movements and a host of beneficial areas that could provide added succour to both parties. It could also be seen in terms of the fact that inter and intra group facilitation would go a long way in providing more robust balance sheets to both facilitators. It is necessary that there is a high degree of flexibly transparency and openness in the nexus between parent/holding Company and subsidiaries, especially in the context of global businesses and keener competitive environments, especially in consumer and non industrial areas. Conclusion: Despite apparent disadvantages, company form of business enterprises is considered the best manifestation of entrepreneurships and leadership status. Companies are entities that reap the benefits of unceasing toil of promoters, their vision and goals, aided by financial and constructive support from investors and shareholders, goaded by competitors and aided by banks and financial instutions, and finally positioned by clients and customers. The destiny of the corporate lies in its fighting spirit and its ability to overcome obstacles of various hues and dimensions, some of which could even threaten the very existence of the company, as happened in cases of Re Barings, world.com, Enron, Arthur Anderson, who placed short term profit perspectives above ethical and moral practices of business. Although regulatory measures have been set into place by a host of long term regulatory measures, including Sarbanes Oxley, etc., the efficacy of such measures would be severely tested in the time to come, especially in the context of prospective boom periods in many sectors in the future, stimulated by market consolidations, lower interest rate regime and consistency and steadiness in the movement of major currencies. A drop in oil prices would also help rejuvenate many economies who are presently struggling to maintain economic parity in business. Bibliography CTM81240 – Groups: Surrender of ACT: Definition of Subsidiary. [online]. HM Revenue & Customs. Last accessed 3 January 2009 at: http://www.hmrc.gov.uk/manuals/ctmanual/ctm81240.htm Different Types of UK Companies. (2008). [online]. Complete Formations. Last accessed 3 January 2009 at: http://www.completeformations.co.uk/types-of-uk-companies.html Encyclopedia Adam V Cape: The Corporate Veil Point. (2003). [online]. Nation Master.com. Last accessed 3 January 2009 at: http://www.nationmaster.com/encyclopedia/Adams-v-Cape-Industries-plc GOO, Andrew Hicks, S. H. (2007). Cases and Materials on Company Law. [online]. Oxford University Press. P. 112. Last accessed 3 January 2009 at: http://books.google.co.in/books?id=GAiK0gYOroEC&pg=PA112&lpg=PA112&dq=What+did+the+Woolfson+Case+establish+re+agency+%3F&source=web&ots=g5WfZRo-03&sig=d0Rr2sj6xHRjnATiWBjmZpWTHMg&hl=en&sa=X&oi=book_result&resnum=5&ct=result#PPA112,M1 MACMILLAN, Clive. (1988). The Wholly Owned and the Controlled Subsidiary. [online]. Clive M Schmittoff’s Select Essays on International Trade Law. 746. Last accessed 3 January 2009 at: http://books.google.co.in/books?id=ieD5nT0ndHcC&pg=PA746&lpg=PA746&dq=Gilford+Motor+Company+v.+Horne+(1933)&source=web&ots=k1gxb1ZXRV&sig=gKRQO3SYAxOyg5o6zRipZU_Lyko&hl=en&sa=X&oi=book_result&resnum=5&ct=result#PPA746,M1 Public Limited Companies. (2008). [online]. Complete Formations. Last accessed 3 January 2009 at: http://www.completeformations.co.uk/public-limited-companies.html PUIG, Gonzalo Villalta. (2000). A Two-Edged Sword: Salmon and the Separate Legal Entity Doctrine. [online]. ELAW. Last accessed 3 January 2009 at: http://www.murdoch.edu.au/elaw/issues/v7n3/puig73a_text.html SADHU, Anusuya. Lifting the Corporate Veil: When the Veil is Lifted: Fraud. [online]. Legal Service India.com. Last accessed 3 January 2009 at: http://www.legalserviceindia.com/articles/corporate.htm Unlimited Companies. (2008). [online]. Complete Formations. Last accessed 3 January 2009 at: http://www.completeformations.co.uk/unlimited-companies.html UK Companies Limited by Shares. (2008). [online]. Complete Formations. Last accessed 3 January 2009 at: http://www.completeformations.co.uk/companies-limited-by-shares.html UK Companies Limited by Guarantee. (2008). [online]. Complete Formations. Last accessed 3 January 2009 at: http://www.completeformations.co.uk/companies-limited-by-guarantee.html Understanding the Corporate Manslaughter and Corporate Homicide Act 2007: Key questions. (2007). [online]. Ministry of Justice. P.3. Last accessed 3 January 2009 at: http://www.nio.gov.uk/corp_mans_leaflet_web_revised.pdf_9_oct_07-3.pdf WALLER Morritt., and LJJ, Mummery. Court of Appeal, Civil Division. [online]. 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