Development of company law in kazakhstan: main issues and trends
Institute of Private Law of Caspian University,
chief researcher, professor
1. The terms of «company law» and «corporate law» do not have their legal definitions in the law of Kazakhstan. The phrase «company law» is not used at all in the legislation, official and unofficial communications.
However the concept of corporate law is widely referred to in the sphere of informal discussions as well as on the level of certain programming or conceptual documents concerning legal development and improvement of the regulatory framework for and practice of the corporate governance.
For example, on 28 March 2011 the Ministry of Justice of the Republic of Kazakhstan has adopted the Concept paper concerning development of corporate legislation of Kazakhstan (the «Corporate Law Development Paper») where, at the same time, clear statements were made that there is no legal definition of the notion of a «corporation» existing in Kazakhstani legislation, nor there terms of «corporate law» and «corporate legislation» are fixed and widely accepted in the law and practice, as well as no place for corporate law has been determined in the legal system of Kazakhstan. These conclusions still remain true today.
2. Our studies show that in the European legal environment there notions of «company law» and «corporate law» are used as synonyms in identifying a legal background for: (i) creation of legal entities formed based on association of persons with the purpose to earn profit and (ii) conduct of economic activities by such legal entities observing adequate balance in protecting rights of a company, its shareholder and creditors as well as of public interest. The company (or corporate) law is called to become a «special private law» combining laws on capital companies, on general partnerships and limited partnerships.
Depending on terms of such association the legal entities are classified into two groups - partnerships and companies.
Formation of a partnership allows their members (partners, participants) to conduct entrepreneurial activity based on joint property, common management and unlimited liability of members of the partnership who often are required or acknowledged to have a status of entrepreneurs. In turn, companies are set up, and they perform their activities, on the basis of separation of participation in their capital from their management and limited liability of their members who, in general, can be considered as investors in the company, not as entrepreneurs.
In some of European jurisdictions the term «company law» applies to regulate both partnerships and companies, in others it regulates companies only.
(Please see slide 1)
For example, in English law companies are treated as distinct from partnerships and there also distinction exists between partnership law and company law.
Although it is said that «the distinction between partnership and companies if often merely one of machinery and not of function», nevertheless (as such distinction entails separate regulation of legally significant specifics of these both types of companies) there relevant legal provisions are largely codified in different acts: in the Partnership Act 1890 and Companies Act 1985 respectively.
In the most jurisdictions of Continental Europe (in the civil-code countries) company law includes regulation of both types of the business entities: partnerships and companies.
All business entities formed based on association of persons for common object are combined under the term «company» and then all the companies are classified to be either partnerships or companies. For instance, that is true for German law. Similar approach can be found in French Code du Commerce 2000: all forms of business entities with separate legal personality have been united under one term of a commercial company (societe) regulated in Book II of the Code including general and limited partnerships, company with limited liability and different types of joint-stock companies (societe par actions) such as ordinary JSC (SA), simplified JSC (SAS) and limited partnership issuing shares (SCA). The same is obviously true for the Estonian Commercial Code: §2 applies the general term of a «company» with respect to general partnerships, limited partnerships, private limited companies, public limited companies or commercial associations, as well as to other companies if prescribed by law.
3. Corporate law of Kazakhstan is not adequately institutionalized.
One should note that there was an attempt made to define corporate law in the aforementioned Corporate Law Development Paper.However, this attempt appeared to be not successful because there: (i) no legal definition of corporation has been proposed and (ii) no nature of corporate relations as object of legal regulation has been clearer identified either in the Corporate Law Development Paper or in the law of Kazakhstan.
Particularly in the Preamble to the Paper it is said that «corporate law is represented by a set of general and special provisions of private law and corporate norms intermediating corporate relations, and corporate legislation means an aggregate of normative legal acts which include rules of different branches of law (both private and public) which regulate relationships inside of a corporation and outside.»
Nevertheless, based on legal historical and comparative studies there is an understanding in our civil-law society that corporation means economic / business entities with legal personality which are founded by its members who either (a) joined their property and efforts for participation in business environment or (b) combined their investments to found a business entity.
4. In connection with this the following should be mentioned. For a long time Kazakhstan was a part of Russian Empire and Soviet Union which fact means that to the greater extent we inherited legal culture and traditions, as well as legal concepts and instruments of Russian and Soviet-time law. Therefore as one of initial steps in comparative studies we always pay attention to the process and results of legal development in Russian Federation.
In this context it deserves to be mentioned that the period preceding Bolsheviks revolution the concept of corporation was recognized in Russian Law.
In Chapter II of the draft of Russian Civil Code (Grazhdanskoye Ulozheniye) there was Art.13 proposing that private partnerships were recognized as private-law legal entities. In explanations to that Article (and Art.14) there following statements were included: (i) a partnership (tovarischestvo) together with a society (obschestvo) were defined as types of private-law corporations; (ii) joint conduct of an enterprise with the purpose to gain profit was established as the subject-matter of the partnerships activities, whereas societies could be created only for non-commercial purposes of social development; and (iii) decisions of general meeting of its members were acknowledged to be the form for expression of the will of each corporation.
That Grazhdanskoye Ulozheniye has never been adopted as a law. However the legislation of that period regulated the following forms of private corporations: a type of cooperative (artel’noye tovarischestvo), general partnership (polnoye tovarischestvo), limited partnership (toverischestvo na vere) and joint-stock partnership (aktsionernoye tovarischestvo). The core difference between those forms was based on whether the personal participation of members of a corporation represented essential element of its existence or the members only participated in formation of its capital: in the cooperative participation with personal efforts was mandatory, in general and limited partnerships it was implied on the side of their general partners, whereas investors in limited partnerships and shareholders in joint-stock partnerships were required to pay their shares in the capital of a respective partnership.
Today the law of the Russian Federation fully operates legal terms of corporation and corporate legislation.
Particularly, creation of corporate law as a full-weighted branch of civil legislation has been declared as one of two main goals of the process of currently being implemented modernization of acting Civil Code of the Russian Federation. And as starting point there was the proposal made to classify all legal entities to being either corporations (i.e. those «created based on principle of membership») or non-corporate legal entities.
Now we can see that following the Federal Law dated 30 December 2012 №302-ФЗ the Civil Code of the Russian Federation has been amended to state that civil legislation regulates, among other, «relations related to participation in corporate organizations or their managing» which relations have been clearly defined as corporate relations (para 1 of Art.2). Corporate organizations (i.e. such «legal entities where their members implement corporate rights with respect to an organization») have been classified as a separate type of legal entities (para 2 of Art.48). Types of corporate organizations, including both commercial and non-commercial ones, have been listed in Art.65.1 where economic partnerships and companies are also mentioned. And, finally, corporate rights (i.e. rights of members of a corporation) have been established existing and defined in Art. 65.2. In addition, Arts. 66 through 123.16-2 now contain general provisions and specific norms applicable of all or each of types of commercial and non-commercial corporations regulated by acting Russian Law.
(Please see slide 2)
5. Unlike the law of the Russian Federation, Kazakhstani legislation does not refer to the term of «corporation», as well as it fails to define what the term «corporation» means and what type of social relations can be defined as corporate relations. No legal provisions concerning corporate organizations and corporate relations to any extent similar to the aforementioned norms of the Russian Civil Code can be found in the Civil Code or other legislative acts of the Republic of Kazakhstan.
Nevertheless, it does not mean that there is no a legislative framework for foundation of corporations and their activities in Kazakhstan.
First of all, as it is described below, there specific corporate forms are regulated in the law and thousands of corporations are active in Kazakhstan. This fact allows claiming existence of corporate (or company) law in Kazakhstan.
In addition, there certain legal terms that include the word «corporate» established in the law.
For example, all legal entities (though regardless of whether they are corporations or non-corporate organizations) pay corporate income tax under the RK Tax Code 2008 (as amended). In accordance with the RK Law on Joint-Stock Companies 2003, as amended, (the «JSC Law») each joint-stock company is required to adopt its corporate governance code, maintain its corporate web site and disclose certain corporate events, appoint its corporate secretary to perform prescribed functions. The RK Civil Procedural Code 1999, as amended, (the «CPC») authorizes courts with the competence to solve corporate disputes, while the JSC Law and the RK Law on Partnerships with Limited and Additional Liability 1998, as amended, (the «LLP Law») requires JSCs and LLPs to disclose information about a company’s involvement into a corporate dispute, as well as about other facts specified as so called corporate events.
And finally, if not provisions of the RK Civil Code (General Part 1994 and Special Part 1999), as amended, but norms of other laws allow understanding what is the legal nature of corporate relations and what would form the sphere of corporate relations.
Particularly, during the last more than 14 years there a certain category of legal acts (mainly regulations of the RK National Bank and enactments of the RK Government, but also some laws) concerning implementation of measures to introduce or improve system of corporate governance in commercial organizations were adopted. However, practically all of them are focused on regulations of corporate governance in joint-stock companies. This allows concluding that our legislation certainly considers JSCs as corporations and we can confirm existence of corporate-law norm in our legal system (even if they are not sufficiently developed).
However, not only JSC is a corporation under the Kazakhstan law. The Civil Code also regulates some other forms of commercial (and non-commercial) organizations based on membership, though without qualifying them as corporations. At the same time, in 2008 the CPC was amended with the notion of corporate disputes and clear specification of corporate disputes as type of civil-law disputes (Art.24). The amendment included definition of a corporate dispute according to which initially it could be a dispute only between commercial legal entities, as well as a dispute related to specified maters where a legal entity and/or its shareholders (participants, members) (all together - «members») participate. According to the 2011 amendments to Art.24 of the CPC now a party to a corporate dispute can be not only a commercial organization, but also an individual entrepreneur or a non-commercial organization of one of specified organizational forms as well as current of former members of an organization. In addition, the list of grounds for the acknowledgement of a corporate dispute was significantly extended.
Such legislative developments give grounds to reasonably conclude that Kazakhstani legislator acknowledges that corporation shall be considered as a legal entity established by its members participating in formation of the entity’s assets and being entitled to participate in the process of managing the entity. The core object of corporate relations includes rights and obligations in connection with foundation of a corporate organization, formation of its assets, managing its affairs and its representation in the process of its economic activities, as well as protection of rights of its members and creditors. Such corporate relations are predominantly regulated by civil law.
We can further conclude that joint-stock companies, economic partnerships of specified organizational forms and production cooperatives are recognized as types of corporations under the laws of Kazakhstan.
6. The story of Kazakhstani corporate legislation begins in 1991.
The following most important stages of development of Kazakhstani legislation concerning business corporations can be identified (very simplified but sufficiently illustrative):
Before the RK Civil Code (General Part) 1994:
• beginning of 1990s: no corporate legislation (for obvious reasons we do not consider the Civil Code of the RSFSR of 1922 in its version until 1938 and we disregard kolkhozes, various type of consumer cooperatives and other non-profit membership organizations) and corporate law (apart from modest comparative law studies related to forms of business entities in capitalists countries);
• 31 May 1991: the Basics of Civil Legislation of the USSR and the Union republics (the notion of a commercial organization, economic partnerships and economic societies / companies, provision for regulation of legal status of separate types of economic partnerships and companies by legislative acts); enactments and regulations of the USSRs Council of Ministers concerning joint-stock companies, economic partnerships and some other specific forms of associations for commercial purposes;
• 21 June 1991: the Law of the Kazakh SSR On Economic Partnerships and Joint-Stock Companies (termination of effect of the aforementioned USSR regulations concerning economic partnerships and companies, though the Basics of civil law remain their effect; very important concepts were introduced as a start for formation of a corporate legislation in Kazakhstan; joint-stock company as one of allowed forms of economic partnerships; payment for shares as the only obligation of a shareholder; mandatory real-value asset contributions into the capital of a company; fixing a guarantee function of the authorized capital as a pre-condition to regulate capital maintenance obligations; regulation of directors and managers liability and requirement on adoption of a code of conduct for directors and managers of a JSC; and other important provisions);
The Civil Code as the basis for development of modern corporate legislation in Kazakhstan:
• 27 December 1994: The Civil Code (General Part) adopted;
• 2 May 1995: The Law of the Republic of Kazakhstan On Economic Partnerships (general partnerships, limited partnerships, partnerships with limited Liability and partnerships with additional liability (LLP/ALP) and JSC);
• 5 October 1995: The Law of the Republic of Kazakhstan On Industrial Cooperatives;
Separate regulation of the status of JSC and LLP / ALP:
• 28 April1998: The Law of the Republic of Kazakhstan On Partnerships with Limited and Additional Liability (provisions regarding LLPs and Alps were excluded from the Law of 2 May 1995; nevertheless the Law remains in effect with respect to LLPs / ALPs since it regulates general principles applicable to all forms of economic including LLPs / ALPs);
• 10 July 1998: The Law of the Republic of Kazakhstan Joint-Stock Companies and The Law of the Republic of Kazakhstan concerning amendments to a number of legislative acts on matters related to the legal status of JSCs (JSC has been recognized as a separate organizational form and no longer remains a type of economic partnership; the start for development of a independent [joint-stock] company law);
Significant changes in the status of a joint-stock company:
• 13 May 2003: The new Law of the Republic of Kazakhstan On Joint-Stock Companies and termination of the previous Law of 10 July 1998 (numerous significant amendments into tis Law cancelling classification of JSCs as close and open JSCs, change of rules concerning structure of capital of JSC and its maintenance, introduction of a figure of corporate secretary and independent directors requirement; improving shareholders protection and increasing directors and managers liability, corporate governance code and corporate events/disputes, etc.);
• certain major amendments to the 2003 JSC Law since its adoption and until present days (as briefly described below in section 8A of this presentation).
7. As it can be observed, the RK Civil Code establishes the most important provisions for regulation of organizational corporate forms for economic activities. These provisions include the legal definition of the concept of a legal entity, classifications of legal entities and their organizational forms as well as general regulation applicable to each separate form of legal entities.
All the detailed regulation of each of the allowed organizational forms of commercial legal entities is made on the level of separate legislative acts supported (in certain situations) by lower-level regulations.
(Please see slide 3)
The structure of the RK legislation concerning corporations rests of the following important approaches:
(i) The RK Civil Code defines the basic concept of a legal entity and establishes various classifications of legal entities depending on such different criteria as: (a) commercial or non-commercial type of organization and (b) who founds a legal entity and what is the legal nature of the relations between the legal entity and its founder(s).
A legal entity shall be recognized as commercial organization if it is founded for the purpose of earning profits and its profit is distributable to its founders / members. A non-commercial organization cannot pursue profit earning as its main goal and its profit cannot be distributed among its founders / members in either way.
Legal entities of corporate type can be set up by one or more persons by way of cash or other property contributions into the capital or assets of a company in exchange of membership rights with respect to the company and its profit. There are also other type of legal entities can be founded by a single founder transferring its property to the legal entity and remaining the owner of the property transferred.
There is no such classification of legal entities in Kazakhstani law like in Germany or Estonia where legal entities can be either a private-law company or a public-law company.
(ii) Each legal entity can be founded and it can perform its activities in one of the organizational forms allowed by the law depending on a commercial or non-commercial nature of the entity and specifics of its foundation. Numerus clausus principle applies to regulation of organizational forms of commercial organization.
Founders of a legal entity decide whether it is to be a commercial or non-commercial organization, and whether they want to be its members or choose to remain the owner of its property. This decision is a precondition for the founders to decide on the organizational form of the legal entity. For each type of legal entities (commercial and non-commercial) the Civil Code proposes possible organizational forms. For the entrepreneurial activity, if the founder is the State (either the Republic of Kazakhstan or a local state authority), and if the law allows this, it may choose to found a state enterprise and remain the owner of the property transferred to the entity while the enterprise would exercise the right of economic management with respect to the property. This legal construction we inherited from the Soviet-time system and this is the reason while we have such an archaic legislative system for regulation of legal forms for business activities.
Nevertheless, the vast majority of commercial legal entities in Kazakhstan perform on organizational forms based on principles of association and membership. The Civil Code allows the following organizational forms of such commercial organizations: economic partnerships (khozyaistvennoye tovarischestvo), production cooperative (proizvodstvennyi kooperativ) and joint-stock company. In turn, economic partnerships can be set up in any of the following four organizational forms depending on the intention and personality of their founders and expected members: general partnership (polnoye tovarischestvo), limited partnership (kommanditnoye tovarischestvo), partnership with limited liability (tovarischestvo s ogranichennoy otvetstvennos’u), partnership with additional liability (tovarischestvo s dopolnitel’noy otvetstvennos’u).
Private persons (legal entities and individuals) as well as the State or a local state authority may be a shareholder/member in a JSC or LLP, while only individual can be a general partner in general and limited partnerships.
Please see slide 4below explaining the classification of legal entities and corporate organizations (corporations) under the laws of the Republic of Kazakhstan.
Detailed description and explanation of all of the aforementioned organizational forms of commercial legal entities (including economic partnerships, joint-stock companies, state enterprises and production cooperatives) can be found in our previous publications. With the exception of the form of state enterprise (gosudarstvennoye predpriyatiye) all of them can be identified as corporations.
8. In relation to business entities all the types (forms) of corporate organizations under the laws of Kazakhstan in their basic features can be compared with types of companies provided for in the European jurisdictions (e.g. by Estonian Commercial Code), though certain specifics can certainly be found.
This statement allows focusing on the main trends for development of Kazakhstani company (or corporate) law which can be identified on this stage of legal development.
In this context the following can be noticed. Although the corporate legislation of the most of European countries is acknowledged as developed one, our study reveals that there a lot of aspects exist where our European colleagues see the perspectives for its further development. There the following key issues under consideration for such development are usually identified (though mostly in the context of harmonization and/or unification):what is a better regulatory approach in developing the company law; how an organizational structure of a corporation should be regulated; what forms legally significant classification of corporations, how to regulate organizational forms for small and medium business, whether to include them into the scope of company law; improvement of legal protection of shareholders rights and minority interests; legal support of significance of capital, its maintenance and protection; how to organize effective systems for proper disclosure and external control over corporations. Special consideration made on such issues as regulation of companies groups both existing within a jurisdiction and multinational, employees participation in corporate governance, how corporate law could serve nationalization and privatization processes, creation of a legal framework for supranational organizational forms for corporations, and other aspects.
We shall indicate that similar issues exist concerning development of corporate law in Kazakhstan. But there also much more of such. Particularly, we need to have corporate relations clearly recognized in law and the term of corporation to have its legal definition. Reclassification of corporations is also required to differentiate regulation of partnerships and capital companies. Re-consideration of legal framework for general and limited partnership, as well as for LLPs is necessary; also significant modernization of the legislation concerning joint-stock companies is in the agenda. And there also an important topic of either harmonization or even unification of corporate legislation remains valid in the context of Kazakhstan’s participation in the Customs Union (together with the Russian Federation and Republic of Belarus).
As a separate challenge there is a task to eliminate such type of property rights as the right of economic management (pravo khozaistvennogo vedeniya) from the law of Kazakhstan and reject the form of state enterprise (gosudarstvennoye predpriyatiye) for legal entities performing business activities. It is the understanding which is becoming more common among legal scholars that corporate forms of legal entities represent the most appropriate choice for business purposes, and that developed corporate legislation serves the purpose of economic progress.
Legislative solutions of all of the aforementioned tasks, as well as other related matters, require joint efforts of the legislator, government, businesses and legal scholars. No of the tasks can be properly solved in law if there is a lack of adequate legal research (including theoretical analysis of national law, as well as legal historical and comparative study) proposing reasonable and well-grounded legal constructions and mechanisms.
Some of major issues where we see necessity for development and improvement of Kazakhstani corporate legislation have been already offered in our previous publications (mostly related to the JSC legislation). But some of specific moments of development of our corporate law we specify below as trends of its development.
8A. Special focus on development of the legal framework for use of the joint-stock companyas an organizational form for conducting large-scale business and qualified types of business activities (mostly in fields of finance, banking and capital markets). The legal framework for formation and activities of JSC is based on imperative legal regulation and companies’ professional management allowing to ensure transparent corporate governance and efficient control of financial performance of a company, better protection of shareholders rights and creditors interests, effective achievements of business goals of the company and correlation of its activities with public interests. Since 2001 the National Bank of Kazakhstan has concentrated on creation of proper corporate governance and financial reporting system and their improvements in joint-stock companies acting in the jurisdiction of Kazakhstan.
Adopting the current JSC Law in 2003 has been implemented as a major step in this regard. And in this context the JSC Law has been amended to a significant extent numerous times. For example in 2007 the amending Law was passed to improve protection of rights of minority shareholders and new concepts were introduced into the legal environment, such as «minority shareholders», «corporate web site», «corporate secretary» and some other, together with disclosure and information access mechanisms ensuring observance of interests of shareholders in JSC and members in LLP. In 2008 new set of amendments into the JSC Law were made to ensure sustainability of the financial system in Kazakhstan by way of increasing role of the board of directors together with the management board in managing a company, as well as restricting possibilities for major shareholders to interfere functioning of the corporate governance bodies of the JSC. Later in 2011- 2014 another amendments were made to the JSC Law and other legislative acts of Kazakhstan to regulate JSCs and LLPs with state participation in their capital, to provide better protection of investors rights by strengthening provisions concerning responsibilities and liability of JSC directors and managers, to promote development of the securities market, etc.
However the idea of a better legal framework for corporate governance practice and organizational structure in JSCs still remains valid. In connection with this during the period from 2012 the RK Government and the National Chamber of Entrepreneurs «Atameken» with support of EBRD have been cooperating in drafting legislative proposals. Results of this co-operation currently are under discussions on the governmental and business-environment levels. The work has been focused on creation of a legislative basis harmonized with the modern patterns of legal regulation for corporate relations in the EU and worldwide.
8B. In addition to development of the legislation concerning a status and activities of joint-stock companies the work on the reform of legislation related to economic partnerships has been initiated in the summer of 2015.
The National Chamber of Entrepreneurs «Atameken» in co-operation with local law firm «Sayat Zholshy and Partners» and with participation of the International Finance Corporation (IFC) announced formation of a Council for the systemic reform of economic partnership legislation with the aim to increase investment attractiveness of Kazakhstani business. In the invitation letter to participate in the aforementioned Council the following tasks were specifically identified to be achieved in result of the reform: (i) increase of competitiveness of Kazakhstani corporate law and (ii) creation of an effective set of instruments to ensure increase of quality of corporate governance in small and medium business companies.
Under any circumstances the need for such reform is obvious in Kazakhstan and it has a great significance in terms of both the legal development on the field of private law and economic growth in Kazakhstan.
8C. Harmonization or unification of corporate legislation in the space of the Eurasian Economic Union.
Such process is inevitable and we have already participated in similar attempt for harmonization of private law within the EurazEC.This attempt included more than two years of deep and intensive discussions and close co-operation. The work remains unfinished due to various reasons of different nature. One of which was the failure to agree on the role and significance of the proposed EurazEC civil code: (i) whether it should serve as a binding legal instrument or as a set of recommendations to improve national legislation and (ii) whether such improvement should be made with the view of unification or harmonization, or as something else.
Nevertheless, this co-operation had a very positive impact on creation of common approaches to regulate corporate relations and improve national laws on private-law corporations.
Particularly, current results of modernization of the Russian Civil Code and suspended activities on drafting a civil code or basics of civil legislation for the EurasEC member-states (which was taking place in 2011 - 2013) gave rise to discussions of whether only commercial organizations having members can be considered as corporations, or such of non-commercial organizations can also be subject to corporate law.
As it is seen from slide 3, the Kazakhstani legislators approach is also obvious: (i) the law of non-commercial organizations has been separated form the legislation concerning organizational forms of commercial organizations (though regulation of both types of legal entities is based on the Civil Code’s concept of a legal entity and its general provisions applicable to all legal entities) and (ii) the notion of corporation has been applied with respect to commercial organizations based on membership (though often limited to joint-stock companies) only, and not to non-commercial organizations.
In our Institute of Private Law (where the most of us were involved in the intergovernmental working group for drafting the aforementioned EurasEC civil code) we agreed with the approach of our Russian colleagues to specify in the Civil Code that corporate relation are regulated by civil legislation and that the most of legal entities performing business activities in a market economy are corporations.
But we think that corporate law (or company law) shall be institutionalized in Kazakhstan as the law regulating relations concerning implementation of material interest and property rights of private persons in connection with their participation in business entities of any corporate form. In turn, the membership in non-commercial organizations and their activities should be regulated by separate set of rules because the primary goal of such regulation is to provide observance of public interests, and not to protect property rights of a private person (whether it is a private-law corporation, its member or a creditor).
Therefore the following position seems to having more perspective for implementation: (i) the concepts of a corporation and corporate relations shall be such of «business law», not of a legislation of non-commercial organizations, and (ii) legislation concerning business activities should be separated from laws regulating non-commercial activities. We think this functional approach proved it practicability and efficiency in European jurisdictions. And we believe it can be effective in the legal system of Kazakhstan.
8D. It might be a similar issue of possible harmonization with English law.
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