Corporate & Financial Weekly Digest – Volume X, Issue 30
SEC Finalizes Rule on Pay Ratio Disclosure –
On August 5, the Securities and Exchange Commission adopted the final rule regarding pay ratio disclosure that amends Item 402 of Regulation S-K to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final rule is generally consistent with the September 2013 proposed rule, which was highlighted in the Corporate & Financial Weekly Digest edition of September 20, 2013, and requires an issuer to disclose the ratio of the compensation of its chief executive officer (CEO) to the median compensation of all of its employees. The pay ratio disclosure will be required in an issuer’s annual reports on Form 10-K, registration statements and proxy and information statements to the extent that such filings require the disclosure of a summary compensation table pursuant to Item 402(c) of Regulation S-K.
Please see full Newsletter below for more information.
August 7, 2015 Volume X, Issue 30
SEC Finalizes Rule on Pay Ratio Disclosure
On August 5, the Securities and Exchange Commission adopted the final rule regarding pay ratio disclosure that
amends Item 402 of Regulation S-K to implement Section 953(b) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act. The final rule is generally consistent with the September 2013 proposed rule, which was
highlighted in the Corporate & Financial Weekly Digest edition of September 20, 2013, and requires an issuer to
disclose the ratio of the compensation of its chief executive officer (CEO) to the median compensation of all of its
employees. The pay ratio disclosure will be required in an issuer’s annual reports on Form 10-K, registration
statements and proxy and information statements to the extent that such filings require the disclosure of a
summary compensation table pursuant to Item 402(c) of Regulation S-K.
To identify the median employee, the rule allows an issuer to use its total employee population, a statistical
sampling of that population or any other reasonable method. An issuer may further use, for example, annual total
compensation under existing executive compensation rules or any consistently applied compensation measure
from amounts reported in the issuer’s payroll or tax records. The rule requires an issuer to calculate “annual total
compensation” for its median employee in the same manner as its CEO’s compensation, pursuant to existing
executive compensation rules. The rule also requires an issuer to describe the methodology used to identify the
median employee and any material assumptions, adjustments or estimates used in its calculations.
In light of the many comment letters the SEC received with respect to the proposed rule, including specific
suggestions on mitigating compliance costs and practical difficulties associated with the proposed rule’s disclosure
requirements, the SEC adopted a number of revisions to the proposal in the final rule. In particular, the final rule
• In determining its median employee, although an issuer must include US and non-US, full-time, part-time,
temporary and seasonal employees of the issuer and its consolidated subsidiaries, it may exclude (1) non-
US employees employed in jurisdictions with data privacy laws that would make the issuer’s compliance
with the pay ratio disclosure violate such laws and (2) up to 5 percent of its non-US employees, including
any employees already excluded under the data privacy exception.
• Whereas the proposed rule defined “employee” as an individual employed on the last day of the issuer’s last
completed fiscal year, the final rule permits issuers to use any date within the three months preceding the
last day of its last completed fiscal year.
• Issuers may identify the median employee every three years, instead of every year, unless there has been a
change in its employee population or employee compensation arrangements that the issuer reasonably
believes would result in a significant change in the pay ratio disclosure.
The pay ratio disclosure requirements will be effective with respect to compensation paid in fiscal years beginning
on or after January 1, 2017 (which would be, for calendar year end issuers, an issuer’s proxy statement for its
2018 annual meeting of stockholders), and apply to all issuers except smaller reporting companies, emerging
growth companies, foreign private issuers, multijurisdictional disclosure system filers and registered investment
To view the complete text of the final rule, click here.
Proxy Access—the Devil Is in the Details
Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a
proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy
season. The 2015 push for proxy access was largely spearheaded by the New York City comptroller through his
Boardroom Accountability Project. The comptroller, whose goal is to make proxy access universal at US
companies, submitted 75 proxy access bylaw proposals to well-known companies with the following parameters:
ownership of at least 3 percent of a company’s stock for at least three years and the right to nominate up to 25
percent of a company’s board. These parameters are largely based upon the proxy access rule adopted by the
Securities and Exchange Commission in 2010, which was subsequently struck down by a federal court.
According to Institutional Shareholder Services, a total of 57 companies have adopted or announced an intent to
adopt proxy access, including 42 in 2015. The total includes approximately five percent of the S&P 500.
While there appears to be an emerging consensus granting proxy access to 3 percent of shareholders who have
held their shares for at least three years, limited to 25 percent of the board, other details of the provisions have not
widely been debated. The Council of Institutional Investors (CII), a group of public, union and corporate employee
benefit plans, endowments and foundations with combined assets exceeding $3 billion, issued Proxy Access: Best
Practices on August 5.CII is sometimes characterized as a governance activist, and its policies and
recommendations are not automatically followed by corporate America, although they are typically considered by
companies. Best Practices highlights clauses in proxy access bylaws and charter provisions (as described below)
that CII believes “could significantly impair shareowners’ ability to use proxy access, or even render access
• Ownership Threshold – CII supports a 3 percent threshold, and objects to a 5 percent ownership
• Number of Candidates – CII opposes provisions that would prevent stockholders from nominating fewer
than two board candidates on the theory that stockholder “nominees [must] have meaningful representation
on the board and that one director is insufficient to achieve that goal.”
• Aggregating Ownership – proxy access provisions typically limit the number of stockholders whose
ownership may be aggregated to achieve the ownership threshold. The most typical limit is 20, although
some companies have set a lower limit. CII opposes limits, arguing that “even if the 20 largest public
pension funds were able to aggregate their shares they would not meet the 3 percent criteria at most of the
• Excluding Loaned Shares – many institutional investors earn income from share lending. Typically, the right
to vote such shares goes to the borrower. CII argues that shares on loan should be counted toward the
ownership threshold, provided that the lending investor represents that it (1) has the legal right to recall
those shares and intends to vote the shares at the stockholders meeting; and (2) will hold the securities
through the date of the annual meeting.
• Requiring Ownership of Shares After the Annual Meeting – CII opposes requiring that a nominating
stockholder provide a statement of its intent to continue to hold the threshold number of shares after the
• Restrictions on Renominations – CII opposes restrictions on renominating proxy access director candidates
who failed to receive a specific percentage of votes, noting that such restrictions do not apply to
• Limitations on Director Compensation From Third Parties – CII opposes prohibiting proxy access candidates
from receiving third-party compensation for their service as directors, maintaining that such prohibitions will
limit the pool of prospective candidates. CII does, however, support disclosure about compensation
arrangements with third parties.
Institutional Shareholder Services also is exploring the language in proxy access bylaws, as reflected in its annual
policy survey launched on August 4. The survey asks about restrictions in board-implemented proxy access rights,
different from those requested in a majority supported shareholder proposal, that investors “would find problematic
enough to potentially warrant an ‘against’ or ‘withhold’ vote” for directors.
Read Proxy Access: Best Practices here.
The Institutional Shareholder Services’ annual policy survey is available here.
BATS Proposes Rule to Expedite Action Against Manipulative Behavior
On July 30, BATS Exchange, Inc. filed a rule proposal with the Securities and Exchange Commission to expressly
prohibit certain manipulative trading activity and to permit BATS to take prompt action against market participants
that it believes are engaged in such activity. Specifically, proposed BATS Rule 12.15 defines and prohibits
layering and spoofing activity by exchange members. Under a proposed interpretation, layering is described as a
trading pattern in which: (1) a market participant enters multiple limit orders on one side of the market at various
price levels (layering orders); (2) following the entry of the layering orders, the level of supply and demand for the
security changes; (3) the market participant enters one or more orders on the opposite side of the market of the
layering orders (contra-side orders) that are subsequently executed; and (4) following the execution of the contra-
side orders, the market participant cancels the layering orders.
Another interpretation under the proposed rule describes spoofing as a trading pattern in which: (1) a market
participant narrows the spread for a security by placing an order inside the national best bid or offer (spoofing
order); and (2) the market participant thereafter submits an order on the opposite side of the market (contra-side
order) that executes against another market participant that joined the new inside market established by the
Proposed BATS Rule 8.17 establishes procedures for issuing suspension orders; these orders would immediately
prohibit an exchange member from engaging in layering and spoofing activity prohibited under proposed BATS
Rule 12.15. Proposed BATS Rule 8.17 also would authorize BATS to order an exchange member to cease and
desist from providing exchange access to a customer if such exchange member engaged in layering or spoofing
activity prohibited under proposed BATS Rule 12.15.
Interested parties will be able to comment on the rule proposal for 21 days after publication in the Federal
Register. The text of the proposed rule change is available here.
FINRA Proposes Rule Governing Personal Securities Transactions of Associated Persons
On July 31, the Financial Industry Regulatory Authority filed a proposed rule change with the Securities and
Exchange Commission to adopt FINRA Rule 3210 (Accounts At Other Broker-Dealers and Financial Institutions)
in the consolidated FINRA rulebook. The proposed rule, which combines and streamlines certain provisions of
National Association of Securities Dealers (NASD) Rule 3050 and New York Stock Exchange (NYSE) Rules 407
and 407A, seeks to promote more effective oversight of the personal trading activities of associated persons of
Among other things, the proposed rule: (1) requires an associated person to obtain written consent of his or her
employer (employer member) before opening certain accounts at another member firm (executing member) or
other financial institution; (2) places an obligation on an associated person, prior to opening or otherwise
establishing certain accounts, to notify in writing the executing member or other financial institution of his or her
association with the employer member; and (3) requires an executing member, upon written request by the
employer member, to transmit duplicate copies of confirmations and statements, or the transactional data
contained therein, for certain accounts. The proposed rule also deletes a number of requirements in NASD Rule
3050 and NYSE Rules 407 and 407A that would be rendered outdated by the new rule or otherwise addressed
elsewhere by FINRA rules.
Pending SEC approval, FINRA will announce the implementation date of the proposed rule change in a regulatory
notice. Proposed FINRA Rule 3210 is available here.
See “ESMA Confirms Renewal of Short Selling Ban by Greek HCMC and Market Making Exemption” in the EU
SEC Adopts Registration Rules for Security-Based Swap Dealers and Major Security-Based
On August 5, the Securities and Exchange Commission adopted new registration rules for security-based swap
dealers and major security-based swap participants (SBS entities). In general, an SBS entity would register by
filing the appropriate forms and certifications with the SEC through the EDGAR system. If the filing is complete,
the SBS entity will be conditionally registered as a security-based swap dealer or major security-based swap
participant with the SEC. The registration rules do not set a deadline by which the SEC must grant full registration
or deny registration to an applicant.
Under the new rules, the registration application of an SBS entity must include two separate certifications by
senior officers supported by appropriate due diligence. The first certification requires a senior officer of the
applicant to certify that, after due inquiry, he or she has reasonably determined that the applicant has developed
and implemented written policies and procedures reasonably designed to prevent violations of the federal
securities laws and the rules thereunder and that he or she has documented the process by which he or she
reached such determination.
The second certification requires the chief compliance officer (CCO), or his or her designee, to certify that he or
she neither knows nor in the exercise of reasonable care should have known that any person associated with the
SBS entity who effects or is involved in effecting security-based swaps on its behalf is subject to statutory
disqualification, unless otherwise specifically provided by rule, regulation or order of the SEC. The second
certification also requires the CCO, or his or her designee, to review and sign the questionnaire or application for
employment executed by associated persons who are natural persons and who effect or are involved in effecting
securities-based swaps on behalf of the SBS entity.
The registration rules also include two new defined dates (Compliance Date and Counting Date) that help to clarify
how the final roll-out of the SEC’s full regime for security-based swaps will proceed. The Compliance Date for the
new rules is defined as the later of: (1) six months after the date of publication in the Federal Register of a final
rule release adopting rules establishing capital, margin and segregation requirements for SBS entities; (2) the
compliance date of final rules establishing recordkeeping and reporting requirements for SBS entities; (3) the
compliance date of final rules establishing business conduct requirements under Exchange Act Sections 15F(h)
and 15F(k); or (4) the compliance date for final rules establishing a process for a registered SBS entity to make an
application to the SEC to allow an associated person who is subject to statutory disqualification to effect or be
involved in effecting security-based swaps on the SBS Entity’s behalf. (Although the drafting is ambiguous, it
seems likely that the SEC intends to have the Compliance Date be six months after the latest date in the litany.)
The new term Counting Date provides the welcome news that, for purposes of determining when registration is
required, prospective SBS entities do not have to begin calculating whether their activities meet or exceed the
thresholds established in Exchange Act Rules 3a71-2, 3a67-3, and 3a67-5 until two months prior to the
Separately, the SEC proposed a new comprehensive rule—known as Rule of Practice 194—to create a process
for SBS entities to seek permission from the SEC to continue effecting security-based swaps activities through
associated persons that have been subject to certain adverse legal actions. Interested parties may comment on
the proposed rule for 60 days after publication in the Federal Register.
The SEC’s registration rules for SBS entities are available here. The SEC’s proposed Rule of Practice 194 is
European Commission Publishes Delegated Regulation on Mandatory Clearing for OTC Interest
On August 6, the European Commission (EC) adopted new rules in the form of a delegated regulation (Delegated
Regulation) requiring the mandatory clearing of certain over-the-counter (OTC) interest rate derivatives contracts
(IRDs) through central counterparties (CCPs) pursuant to the European Market Infrastructure Regulation (EMIR).
The Delegated Regulation covers the following classes of IRDs that must settle in a single settlement currency in
either EUR, GPB or USD, which is detailed in Annex 1 to the Delegated Regulation:
• fixed-to-float (IRS), referencing either EURIBOR or LIBOR, with a maturity of 28 days to 50 years (this
category also includes IRS settling in JPY);
• float-to-float swaps (basis swaps), referencing either EURIBOR or LIBOR, with a maturity of 28 days to 50
years (this category also includes IRS settling in JPY);
• forward rate agreements (FRAs), referencing either EURIBOR or LIBOR, with a maturity of three days to
three years; and
• overnight index swaps (OIS), referencing the Euro OverNight Index Average, FedFunds or the Sterling
OverNight Index Average, with a maturity of seven days to three years (collectively, Covered IRDs).
Article 1 of the Delegated Regulation, however, provides an exemption from the mandatory clearing obligation for
those Covered IRDs that are concluded with covered bond issuers or with cover pools for covered bonds, which
satisfy all of the certain conditions. These conditions include usage, registration and recording obligations,
insolvency provisions, credit ranking, and collateralization requirements.
Articles 2 and 3 of the Delegated Regulation specify which types of counterparties are subject to the mandatory
clearing obligation and the applicable timing. These four categories and applicable compliance dates are:
• Category 1 – clearing members of a recognized or authorized CCP of at least one of the classes of Covered
IRDs – six months after the Delegated Regulation is entered into force;
• Category 2 – financial counterparties (FCs) (as defined under EMIR) and alternative investment funds
(AIFs) (as defined under the Alternative Investment Fund Managers Directive) that are non-financial
counterparties (NFCs), which belong to a group whose aggregate month-end average of outstanding gross
notional amount of non-centrally cleared derivatives is above EUR 8 billion (Threshold) – 12 months after
the Delegated Regulation is entered into force;
• Category 3 – FCs and AIFs whose aggregate month-end average of outstanding gross notional amount of
non-centrally cleared derivatives is below the EUR 8 billion Threshold – 18 months after the Delegated
Regulation is entered into force; and
• Category 4 – all remaining NFCs – three years after the Delegated Regulation is entered into force.
For purposes of determining the Threshold, all of a group’s non-centrally cleared derivatives, including foreign
exchange forwards, swaps and currency swaps, must be included. When an applicable counterparty is either an
AIF or an undertaking for collective investment in transferable securities as defined in Article 1(2) of Directive
2009/65/EC (UCITS), the Threshold applies individually at the fund level. When a Covered IRD is transacted
between counterparties in different categories, the date from which the clearing obligation takes effect for that
contract will be the later date.
The Delegated Regulation, subject to certain conditions, provides time-limited relief for the clearing of intra-group
Covered IRDs, which is dependent upon whether or not an equivalence decision has been adopted for the third
country pursuant to EMIR (Equivalence Decision) in which the EU group counterparty is established. If an
Equivalence Decision has not been determined, clearing will be required three years after the Delegated
Regulation is entered into force. If an Equivalence Decision has been determined, clearing will be required from
the later of 60 days after an Equivalence Decision has been made and the applicable timing for Categories 1, 2
Article 4 of the Delegated Regulation specifies such minimum maturities applicable to the frontloading requirement
under EMIR (i.e., the mandatory clearing of all swaps entered into between March 18, 2014, the date of the first
authorization of a CCP, and the date on which the clearing obligation actually takes effect). The minimum
maturities range from six months to 50 years and frontloading will be required with an effective date of either two
or five months after the entry into force of the Delegated Regulation.
Before the Delegated Regulation can be entered into force, it must be reviewed by the European Parliament and
the European Council, which can take up to three months. Once the Delegated Regulation is published in the
Official Journal of the European Union, it will enter into force 20 days after such publication. Because the review
period for the European Parliament will not commence until after the summer recess has ended in September
2015, the earliest the Draft Regulation could be entered into force would be October 2016, with mandatory
clearing of the Covered IRDs commencing in April 2016 for Category 1 counterparties; October 2016, for Category
2 counterparties; April 2017 for Category 3 counterparties; and October 2019, for Category 4 counterparties.
The text of the Delegated Regulation can be found here. The text of Annex 1 to the Delegated Regulation can be
See “ESMA Confirms Renewal of Short Selling Ban by Greek HCMC and Market Making Exemption” in the EU
CFTC Extends Comment Period on ICE Futures Rule Certification
The Division of Market Oversight of the Commodity Futures Trading Commission, at the request of ICE Futures
U.S., has granted a 45-day extension of the public comment period with respect to its proposed amendments to
certain position limit rules. Under the proposed amendments, which ICE Futures had certified to the CFTC, the
exchange is seeking to base the position limits for eight of its NYISO Zone G electric power futures contracts on a
new estimation for deliverable supply.
Comments may be submitted on or before September 21. More information is available here.
NFA Grants Form PR Reporting Relief to Certain CTAs
National Futures Association (NFA) has notified its member commodity trading advisors (CTAs) that do not direct
trading of commodity interest accounts that they are no longer required to file NFA Form PR under NFA
Compliance Rule 2-46. This relief, which is consistent with recent no-action relief issued by staff of the Commodity
Futures Trading Commission in CFTC Letter No. 15-47, is effective immediately and applies to the June 30 Form
Any qualifying CTA that intends to rely upon this relief must update its CTA Annual Questionnaire by August 13 to
indicate that the firm does not direct any trading of commodity interest accounts. Firms that do not do so will
continue to receive calls for the June 30 Form PR filing (and future Form PR filings).
More information is available here.
UK Partnerships – Proposed Collective Investment Scheme Legislation Amendments
On July 23, as part of the proposals announced in the Summer Budget by the Right Honourable George Osborne
MP, UK Chancellor of the Exchequer, Her Majesty’s Treasury published a paper (Consultation Paper) in which
certain proposed changes to UK partnership legislation were outlined for consultation (Consultation) as it applies
to collective investment schemes (as defined in the Financial Services and Markets Act 2000), which are not
authorized by the Financial Conduct Authority (Private Funds). The Consultation forms part of the UK Investment
Management Strategy––a strategy that was initially launched as part of the UK budget in 2013––to implement
certain technical changes to UK partnership law with a view to removing unnecessary legal complexity and
administrative burdens when applied to Private Funds that do not apply to similar vehicles in other jurisdictions.
This strategy mitigates possible jurisdictional arbitrage and ensures that the use of UK limited partnerships
remains the market standard for European private equity and venture capital fund structures (as well as other
types of private funds in an increasingly competitive global market), while furthermore highlighting the United
Kingdom’s position as a leading center in Europe (and more generally) for asset management.
The Consultation focuses on proposed amendments to the Limited Partnerships Act 1907 ((LPA 1907) and to a
lesser degree the Partnership Act 1890 (PA 1890) (together, Legislation)) as they apply to Private Funds; this
legislation was introduced more than 100 years ago and has largely remained unchanged since then. The specific
amendments proposed to the Legislation in the Consultation include:
• Limited Partner Activity “White List” – a non-exhaustive list of activities that a limited partner (LP) in a
Private Fund may undertake without being considered as taking part in the management of the business
(and therefore without losing their limited liability).
• Capital Contributions – the removal of the need for LPs to make a capital contribution upon becoming an LP
and maintain such contribution for the life of the partnership (thereby removing the need for the current
funding commitment to be split between a nominal capital contribution (to satisfy the current legislative
requirements as set out in the Legislation) together with a contractual undertaking to fund the balance of its
commitment by way of interest free loans).
• Winding up a Limited Partnership – the removal of the need for LPs to have to apply for a court order to
dissolve a Private Fund under the supervision of the court in the event that the general partner has been
removed (and instead allow LPs to agree among themselves who should wind up the limited partnership
without a court order).
In addition to the above, the Consultation also includes certain proposed administrative changes to the Legislation
with respect to: (1) Private Fund registration with the Registrar of Companies in the United Kingdom, (2) the
requirement to publish certain matters concerning the admission of LPs or the transfer of interests in the London
(or Edinburgh or Belfast) Gazette, and (3) the exemption of LPs from certain statutory duties contained in PA 1890
concerning the duty of partners to render accounts (Section 28, PA 1890) and the duty of partners to account for
profits made in competing businesses (Section 30, PA 1890).
Any proposed amendments based on the findings from the Consultation will be effected by way of a Legislative
Reform Order––a statutory instrument that permits primary legislation to be amended to remove or reduce
burdens contained within such legislation. The Consultation closes on October 5. Further information on the
Consultation (together with the draft legislation implementing the changes proposed can be found here. The
original LPA 1907 and PA 1890 can be found here and here, respectively.
ESMA Confirms Renewal of Short Selling Ban by Greek HCMC and Market Making Exemption
On August 3, the European Securities and Markets Authority (ESMA) issued an official opinion (Opinion),
agreeing to renew for a further four weeks the emergency short selling prohibition originally imposed by the
Hellenic Capital Market Commission (HCMC) on June 29. The original ban was imposed under Regulation (EU)
No 236/2012 of the European Parliament and Council on short selling and certain aspects of credit default swaps.
The ban was renewed by ESMA on the 6th, 13th, 20th and 27th of July. The renewed ban took effect on August 4,
and will close at 12:00 a.m. CET on August 31. The original and renewed bans place a temporary prohibition on
transactions in any financial instrument that creates, or increases, a net short position on any of the shares
admitted to trading on the Athens Exchange and the Multilateral Trading Facility of EN.A (Alternative Market of the
Athens Exchange). The original and renewed bans apply to any person, regardless of their country of residence.
Also on August 2, the HCMC reopened the ATHEX regulated market, the Multilateral Trading Facility of EN.A, the
Electronic Secondary Market (HDAT) for government bonds and restarted settlement operations of the Hellenic
Central Securities Depository of securities traded in Greek regulated markets.
The current renewal of the short selling ban differs from the previous restrictions as it includes an exemption for
market making activities, provided that any short positions are entered into for hedging purposes. ESMA justified
the addition of the exemption in the Opinion, noting that because the Greek financial markets are now open,
market making activities provide important liquidity for the Greek shares and for any warrants, derivatives, index
derivatives and ETF related to Greek shares.
ESMA stated in the Opinion that they had further renewed the ban because adverse developments continue to
exist that can threaten the confidence in the Greek market. ESMA further stated that such ban is an appropriate
and proportionate action.
A copy of the Opinion issued by ESMA can be found here.
A discussion of the first renewal of the ban on July 6, reported in the Corporate & Financial Weekly Digest edition
of July 10, can be found here.
See “European Commission Publishes Delegated Regulation on Mandatory Clearing for OTC Interest Rate
Derivatives” in the Derivatives section.
For more information, contact:
Claudia H. Allen
Mark J. Reyes
Mark D. Wood
Janet M. Angstadt
Kimberly L. Broder
Wendy E. Cohen
Guy C. Dempsey Jr.
Kevin M. Foley
Jack P. Governale
Arthur W. Hahn
Christian B. Hennion
Carolyn H. Jackson
Fred M. Santo
Christopher T. Shannon
Peter J. Shea
James Van De Graaff
Lance A. Zinman
UK and EU DEVELOPMENTS
David A. Brennand
Carolyn H. Jackson
+44.20 7776 7643
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* Click here to access the Corporate and Financial Weekly Digest archive.
Attorney advertising. Published as a source of information only. The material contained herein is not to be construed as legal advice or opinion.
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