Latin Lawyer Reference

Private Equity 2016

Published on Wednesday, 27 July 2016

  1. 1.

    What are the most common types of private equity transactions in your jurisdiction?

    The most common types of private equity transactions in Venezuela are corporate acquisitions, joint ventures and minority investments.

  2. 2.

    What types of investors are most active (and what jurisdictions are they most commonly from) in the private equity market of your jurisdiction?

    In Venezuela, foreign funds and individuals are the most active investors in the private equity market. It is worth mentioning that Evolvere Capital, founding member of the Venezuelan Private Equity and Venture Capital Association (Venezuelan PEVCA), with previous investments in Colombia, is raising a first ever Venezuelan targeted fund.

    Local regulations play against the legal formation of funds in Venezuela. Most common jurisdictions for formation include those that have bilateral investment treaties as well as double taxation treaties with Venezuela.

  3. 3.

    What historically have been the main target industries and what trends were noticeable throughout 2015? What trends do you expect to see in the next 18 months?

    Historically main target industries have included oil and gas services, telecommunications, pharmaceuticals and logistics. Due to the complicated economic situation in Venezuela, we do not expect to see a significant increase in foreign private equity investments in Venezuela in the short term.

  4. 4.

    Please describe the main features, size and activity levels of local private equity funds. Are there any regulatory or market restrictions or incentives to the development of any such local funds? Have any begun to participate significantly in transactions out of their local jurisdiction?

    The industry is underdeveloped in Venezuela. Foreign funds have been practically absent in the country in the last 10 years but there are a few funds operating in the country. There is low institutional investor activity.

  5. 5.

    Are there any private equity funds listed in your jurisdiction? Are there any special regulations or requirements applicable to the listing and public offering of securities by such funds or any reform initiatives that are under discussion?

    The listing and public offering of securities is regulated. There is a fund registered as public issuer of securities but it has not yet offered securities on the market. More generally, the formation and operation of private equity funds is regulated and subject to registration. We are not aware of the existence of any private equity fund formed and licensed in Venezuela.

  6. 6.

    What are the main issues in connection with the liability of fund managers?

    Directors and officers of funds registered and authorised in Venezuela are subject to the same liability regime as directors and officers of regular corporations. See question 14.

  7. 7.

    What are the main remuneration schemes and related features for fund managers and have there been any recent shifts observable in the market? Are there any limitations or reforms under discussion regarding the same?

  8. 8.

    Please describe any legal considerations of particular importance in your jurisdiction in connection with executing leveraged buyouts and similar strategies.

    The Banking Superintendence Office can limit the leverage used by private equity funds.

  9. 9.

    What are the main organisational forms used in your jurisdiction to channel private equity investments? Has there been any change over time in the types of organisational forms used? What are the main formation requirements?

    There are two main organisational forms used in Venezuela to channel private equity investments:

    • a branch: the investor incorporates a local branch of its own foreign entity before a Commercial Registry in Venezuela; this gives the foreign entity the status of being domiciled in Venezuela. The branch and the foreign entity are the same legal person and thus the latter is liable for the obligations of the former; and
    • a subsidiary: the investor incorporates a separate legal entity before a Commercial Registry in Venezuela. There are three types of entities to be incorporated as subsidiaries. They are the following:
    • Sociedad (SA) or compañía anónima (CA): This is a typical corporation. The liability of the private investor is limited to its stake in the share capital of the company.
    • Sociedad de responsabilidad limitada (SRL): This is a hybrid of a corporation and a partnership. The capital is not divided into shares, but into participation quotas, which are not negotiable instruments. The quota holders have limited liability regarding third parties. The capital of an SRL is limited to 2,000 bolívars but it may be funded with “additional compensations and complementary payments”, which are also part of the equity. Certain features of the SRL make it very favourable in the current Venezuelan legal framework, particularly for tax purposes.
    • Sociedad en comandita simple o por acciones (SC): This entity has two kinds of partners: general partners, who have unlimited liability regarding the obligations of the entity; and limited partners, who have limited liability up to the amount of the paid-in capital. The capital of the limited partners can be divided into quotas or shares. In the latter case, the entity will be an SC. The name of the general partner must be included in the name of the entity. Limited partners cannot be managers of the entity, nor attorneys-in-fact, otherwise they will be jointly and severally liable with the general partners. Under Venezuelan law, corporations can act as the general partner of an SC.
    • Private equity funds registered and operating in Venezuela must be organised as an SA and include the words “Fondo de Capital de Riesgo” in their corporate name. In general, private equity funds must have a minimum capital of 5 million bolívars, totally subscribed and paid in cash.
  10. 10.

    What are the most important legal issues arising in the operation and governance of local companies in your jurisdiction?

    The most important issues relate to:

    • Political and expropriation risk. When structuring the investment it is important to ensure protection under favourable Investment Protection Treaties.
    • Currency risk. A currency exchange control regime has been in place since 2003 and this has had a very negative impact on the ability of investors to import goods, pay for foreign services and assistance, pay for royalties and for repatriation of profits and capital (see question 25).
    • Labour risk. A recent amendment to the Labour Law increases the risk of outsourced personnel being considered employees under certain conditions, and provides for the retroactive recalculation of labour benefits and the prohibition of employees’ dismissals without prior agreement. Furthermore, a presidential bar against dismissals, renewed every year since 2003, remains in force.
    • Price Controls: The Pricing Law (Official Gazette No. 40,340) came into force on January 2014 with the purpose of controlling the national economy through the fixing of prices. Control mechanisms provided in the law include: (i) the analysing and reviewing of cost structures (ii) the fixing of maximum profit margins and (iii) the auditing of economic and commercial activities. The Pricing Law provides administrative and criminal sanctions as well as monetary penalties. The National Superintendence for the Defense of Socio-Economic Rights ("SUNDDE" after its acronym in Spanish) is the government office responsible for determining, modifying and controlling prices.
  11. 11.

    Are there any issues to be considered in connection with the limitation of liability under the laws of your jurisdiction?

    In Venezuela it is possible to lift the corporate veil of a company when it is considered that there has been an abuse of the corporate form.

  12. 12.

    What are the most common minority protection rights, whether granted by operation of law or contractual agreement? Are there any special issues to be considered under the laws of your jurisdiction?

    Under Venezuelan law minority shareholders have basic rights such as participating and voting at shareholders’ meetings, taking action against shareholders’ resolutions that violate the by-laws of the company or the law, proportionally subscribing capital increases, a right of separation and access to certain information pertaining to the company. The effectiveness of these rights is nonetheless limited and minority investments are usually protected through specific provisions in by-laws and the execution of shareholders’ agreements. These protections generally include rights of first refusal, tag-along rights, pre-emptive rights and anti-dilution mechanisms.

    It is worth mentioning that the Venezuelan Supreme Court recently invalidated a legal provision that subjected shareholder claims against the Board to a minimum holding of 20 per cent of the capital stock a company. As a result, any shareholder of a Venezuelan corporation, regardless of the percentage it holds in the capital stock of a company, may now initiate these actions against the company’s Board.

  13. 13.

    What are the main exit strategies used by private equity investors in your jurisdiction? Are there any limitations to the availability, effectiveness or enforceability of exit arrangements that are commonly used in other jurisdictions? Have you seen a shift away from or towards certain exit strategies over the past year?

    Generally the only exit is by sale to strategic investors.

  14. 14.

    What are the key legal issues to be considered when appointing or replacing directors and officers?

    In addition to the provisions included in the by laws, the Commercial Code encompasses a series of obligations that are incumbent upon directors and officers of stock limited partnerships. These obligations include: keeping the company’s corporate books; submitting periodic reports to the statutory auditors of the company; calling the annual partners’ meetings and submitting a copy of the balance sheet and the statutory auditors’ report approved in the shareholders’ meeting to the commercial registry within 10 days of execution of the meeting; supervising that the partnership’s reserve fund complies with the law; and submitting their views to the Commercial Court when a partner challenges a decision adopted by the shareholders’ meeting or files a complaint against administrators for breach of duty.

    The law also establishes the following duties for administrators generally: an affirmative obligation of good faith in the management of the company’s business; and acting with the diligence of a bonus pater familias. The bonus pater familias is a diligence standard commonly used in civil law systems, according to which one should behave in a manner that is consistent with the behaviour of a normal responsible parent.

    Furthermore, administrators are generically prohibited from carrying out actions that exceed their powers or that are not directed to achieving the business purpose of the partnership, and in that sense, the Commercial Code establishes the following prohibitions:

    Administrators may not purchase shares of the partnership in the name of the latter, unless said purchase is:

    • specifically authorised by the Shareholders’ Meeting; and
    • is made with money resulting from the company’s profits regularly obtained in accordance with its financial statements; and
    • administrators cannot actively take part in:
    • deliberations where partners are voting to approve the annual financial statements presented by the administrators;
    • deliberations where the partners are discussing the potentially unlawful conduct of an administrator; or
    • deliberations regarding matters in which they have a conflict of interest; and administrators may not represent other partners as proxies at a Shareholders’ Meeting, unless the by-laws expressly authorise them to do so.

    Finally, it is worth mentioning that administrators must exercise their powers within the limits of the provisions contained in the Commercial Code and the Civil Code. Moreover, the administrators must observe the rules contained in articles of incorporation and by laws, and the resolutions of the shareholders’ meetings and of the board of directors. In this regard, administrators cannot exceed the powers granted to them by the company’s articles of incorporation and by-laws and are liable with respect to the company and third parties for damages.

    In accordance with the Commercial Code, in order to commence a legal proceeding against administrators who have failed to comply with their obligations, a resolution of the Shareholders’ Meeting is required.

    Applying the general rule of Article 1273 of the Civil Code, an administrator’s failure to comply with his obligations makes him liable to the company for losses suffered and lost profits, ie, the profits that would have been made if he had duly performed his obligations. This principle is also included in the Commercial Code, which provides in Articles 243 and 266(4) that administrators who fail to perform their duties or exceed their powers, are liable to the company for any losses suffered as a result of their unlawful conduct.

    In this regard, the potential liability of administrators for their actions can only arise where: the action performed has caused damages; there is a causal relationship between the action and the damages caused; and there exists fault. If the administrators are deemed to be agents of the partnership, they will be liable for gross negligence (ie, negligence brought about by not even applying to the business the care and attention of the least careful person) and due to ordinary negligence (ie, that which arises from failing to apply to the business the care of an ordinarily reasonable person). The prevailing opinion among legal scholars holds that administrators are not liable for slight negligence (ie, negligence consisting in not applying to the business the care that the shrewdest of people apply to their business).

    Bear in mind that administrators may also be subject to some very specific labour, criminal, environmental, tax and exchange control liabilities.

    Venezuelan residents or foreign individuals can be appointed as directors and officers of Venezuelan companies . Some but not all the Commercial Registries in the country require that foreign nationals hold a working visa in order to be appointed as directors or officers. Directors and officers of private equity funds and venture companies must be specialised in financial matters.

     

  15. 15.

    Please describe the most significant issues commonly considered under the laws of your jurisdiction in connection with purchase and shareholders’ agreements.

    In Venezuela, these types of agreements are regulated by common civil law and are therefore valid as long as they do not establish unenforceable terms under Venezuelan law, and contain the following existence requirements provided by the Venezuelan Civil Code (Art. 1.141):

    • consent by the parties;
    • object; and
    • licit cause.

    Venezuelan law does not provide any formal requirements that must be met after signing a shareholders’ agreement for such agreement to be valid between the parties. On the other hand, the Commercial Code does establish certain formalities in connection with share purchase agreements in order for the shares to be effectively transferred. For example, the Venezuelan Commercial Code (Art. 296) establishes that ownership of shares in a company is proven by the stock registry book of the company and that their transfer is made through a declaration evidenced in such books which must be signed by the assignee and the assignor. Under Venezuelan Law, the content of the shareholder and purchase agreements will be determined by the parties, which usually take the following issues into consideration when drafting the contract:

    The identity of shareholders and the relationship between them (eg, agreements between related companies);

    • determination of the applicable laws and jurisdiction, based on the experience and level of development that foreign laws may have with regards to the regulatory framework for the specific matters included in the agreement;
    • impact and risks of the projects to be developed by the company under the agreement; and
    • percentage of shareholders’ participation in the company.

    Shareholders’ agreements in Venezuela usually contain clauses regulating:

    • jurisdiction and applicable law;
    • election of directors;
    • voting rights (qualified majority);
    • activities to be undertaken by the company and future projects;
    • company’s form of financing and the shareholders’ obligations;
    • exercise of share preference or purchase-sale rights;
    • establishment of particular rights of certain shareholders, such as nominating certain executives, selling the company certain inputs with a preference or receiving certain periodic information;
    • appointment of managing positions other than those provided for in the by/laws of the company; and
    • pre-emptive, tag along, first refusal and anti-dilution rights.

    In practice, shareholders’ agreements in Venezuela are executed for four main reasons:

    • they are more flexible documents than by-laws since they are easy to execute and amend given that no formalities must be completed for these agreements to be valid;
    • they must not be registered with any authorities, which makes shareholders feel more comfortable in regulating confidential issues;
    • the parties can choose applicable laws other than Venezuelan laws, and jurisdictions other than Venezuela; and
    • other parties (such as parent companies of the shareholders) can be bound by the agreement.
  16. 16.

    Please describe the main issues related to dispute resolutions under purchase, shareholders’ and other principal private equity agreements. What are the most common dispute resolution mechanisms selected in these agreements?

    In Venezuela, it is admissible for these types of agreements to contain a clause that refers dispute resolution to courts other than those of Venezuela, arbitration tribunals sitting in Venezuela or abroad and governed under a law other than that of Venezuela, as long as it does not breach public policy rules. In fact, in practice this is one of the main reasons why shareholders’ agreements are executed in Venezuela. Under Venezuelan law, there is generally no specific performance remedy.

  17. 17.

    What are the most common funding structures? Are there any significant issues commonly confronted in implementing such structures?

    Capital contributions, contributions to special reserves, inter-company loans and bank lending are commonly used in Venezuela. Relevant issues include stamp taxes, inflation adjustments, transfer pricing rules, withholding taxes and the time it takes to complete the registration of some of these structures.

  18. 18.

    Is there a domestic financing market for private equity deals? Has there been a shift in the sources of funding over the past few years? Where do you expect to see financing come from in the next 18 months?

    Foreign family offices with tolerance for risk. Frontier market funds.

  19. 19.

    What are the principal accounting considerations that arise in private equity transactions? Are there any contemplated or ongoing shifts in regulatory accounting standards in your jurisdiction?

    Venezuela has adopted the International Financial Reporting Standards (IFRS). Venezuela has a hyperinflationary economy, which requires that financial statements be adjusted for inflation to comply with such accounting standards.

    Private equity funds and venture companies may be subject to additional special accounting rules issued by the Banking Superintendence Office.

  20. 20.

    Are there any disclosure, registration or licensing requirements affecting private equity funds investments currently in effect or under consideration by regulators?

    There are no special registration or licensing requirements affecting offshore private equity funds investing in Venezuela, other than those applicable to foreign investors in general. Private equity funds formed in Venezuela must register and obtain authorisation from the Banking Superintendence Office to operate and they are subject to significant reporting obligations.

  21. 21.

    Please describe any restrictions, requirements or protections applicable to foreign investors in connection with private equity investments.

    The incorporation of companies, and the acquisition of shares or quotas in companies must be registered with the Commercial Registry. All foreign investments in Venezuela also have to be registered with the Foreign Investment Office. Foreign investors with foreign investments duly registered are entitled to repatriate capital and remit dividends abroad, but in practice such a possibility has been limited by the exchange controls that have been in place for several years.

    The Foreign Investment Law grants several rights to foreign investors, ranging from non-discrimination provisions to treatment standards. Moreover, Venezuela has bilateral investment treaties with 26 countries, namely Argentina, Barbados, Belarus, Belgium-Luxembourg, Canada, Chile, Costa Rica, Cuba, Czech Republic, Denmark, Ecuador, France, Germany, Iran, Lithuania, Netherlands, Paraguay, Peru, Portugal, Russia, Spain, Sweden, Switzerland, United Kingdom, Uruguay and Vietnam.

  22. 22.

    Are there any government approvals required in connection with private equity investments in certain industries or any industry-specific regulatory schemes that can affect private equity investments? What are the main requirements to obtain such approvals? Have there been any observable trends recently in the posture of specific regulators or the regulatory environment generally in connection with the review or approval of such investments?

    Industries with partial or full limitation of investment from foreign investors include telecommunications, open TV, newspapers, oil and gas, and mining. Authorisations are subject to requirements that vary from industry to industry and in general are discretional.

  23. 23.

    Please describe any antitrust approvals or other competition law requirements that may apply connection with private equity investments into your jurisdiction?

    Private equity investments do not currently require the authorisation of the Venezuelan Antitrust Agency (Procompetencia). However, the parties to any transaction, including at a global level, may voluntarily notify Procompetencia and ask for an assessment of the relevant transaction/investment. In such case the evaluation procedure does not prevent closing the transaction.

    If the parties give notice to Procompetencia, any third party with a qualified interest may participate in the process by submitting evidence and allegations in favor of or against the transaction, including regarding potential violations to antitrust laws in Venezuela.

  24. 24.

    Are there any anti-money laundering or other similar financial regulations that should be considered when structuring a private equity transaction or setting up a vehicle?

    The Organic Law against Organized Crime and the Financing of Terrorism, published in Official Gazette N° 39,912 on 30 April 2012, provides certain obligations for persons engaged in activities related to securities, which may involve private equity transactions, including:

    • preserving in physical and digital form the relevant records of transactions for a minimum period of five years;
    • not initiating or maintaining economic relations with persons whose identity cannot be fully determined or who keep anonymous or encrypted bank accounts;
    • detecting the destination of any investment transaction which is unusual or suspicious;
    • reporting any suspicious activity;
    • keeping confidential the fact that any information is disclosed to the authorities; and
    • not closing accounts of suspects during the course of an investigation. Violations are penalised with fines of up to 5,000 tax units.

    US, UK and European anti-corruption laws have an increased role in the way investors from these jurisdictions invest and operate in Venezuela.

  25. 25.

    Are there any exchange controls that typically affect how foreign private equity investments are structured in your jurisdiction?

    Yes. The general exchange control regime applicable in Venezuela has been structured based on the following premises:

    The Venezuelan exchange control regime includes three systems created for the execution of exchange transactions, (i) The National Center of Foreign Trades (CADIVI/CENCOEX), (ii) the Complementary System for the Administration of Foreign Exchange I (SICAD I); and (iii) The Complementary System for the Administration of Foreign Exchange II (SICAD II). These exchange controls systems are subject to different exchange rates. The first rate, the lowestrate, is 6.30 Bolivars per USD (CADIVI/CENCOEX system). The second rate, which has varied in the past, has been most recently at 10 Bolivars per USD (SICAD I), and the third rate, the highest rate, is as of the date of these comments at 49.98 Bolivars per USD approximately ( SICAD II).

    The first rate (CADIVI/CENCOEX) entails that qualifying individuals or legal entities may only request and obtain foreign currency for one of the purposes for which CADIVI/CENCOEX are legally authorized to sell foreign currency under the exchange control rules. To be authorized for the purchase of foreign currency at this rate the purpose of the import most comply with several restrictions determined by the governing entities. For example, that the foreign currency is destined to the import of certain priority goods and services (e.g. food or medical supplies).

    The second rate (SICAD I), a complementary system of CADIVI/CENCOEX, permits legal entities and Venezuelan individuals to bid for and obtain foreign currency under the terms of a specific call made by the BCV from time to time and addressed to specific business sectors and purposes.

    The third and last rate (SICAD II), a complementary system of CADIVI/CENCOEX and SICAD I, permits legal entities, Venezuelan and foreign nationalsto apply for and obtain foreign currency for any matter whatsoever, but at a higher exchange rate that the two previous systems.

  26. 26.

    What are the basic tax issues affecting private equity investments in your jurisdiction?

    Domestic entities are subject to tax at the corporate progressive tariff rates of 15 per cent, 22 per cent and 34 per cent on their worldwide taxable income. Dividends paid out of profits which were subject to corporate income tax are exempt from dividend withholding tax, otherwise they are subject to final withholding tax at 34 per cent. This is a flat tax rate, imposed on dividends paid out of earnings and profits which exceed taxable income of the paying corporation.

    If the beneficial owner of the dividend is a resident of a state that has entered into a tax treaty with Venezuela, the dividend tax is considerably reduced. In this regard, Venezuela has entered into tax treaties with 30 states, including the US, Canada, most European States, the UK, China and Brazil.

    According to the thin capitalisation rules of the Venezuelan Income Tax Law, interest paid directly or indirectly to related parties is deductible only to the extent the total amount of the indebtedness (derived from related and unrelated parties) does not exceed the net equity of the taxpayer. In order to determine whether the amount of the debt exceeds the net equity of the taxpayer, the law requires that the average annual debt balance owed to independent parties be subtracted from the taxpayer’s annual net equity. If the “result” is negative the interest paid to the related parties are not deductible, whereas if the “result” is positive the interest paid is deductible, to the extent such “result” is divided by the annual debt balance contracted directly or indirectly with related parties. If the quotient is equal to or greater than one, the taxpayer may deduct the total amount of the interest paid directly or indirectly to related parties. If the quotient is less than one, the taxpayer may only deduct the amount that results from multiplying that quotient by the total amount of the interest paid directly or indirectly to related parties.

    Territorial losses may be carried forward for three years; however such losses cannot exceed 25 per cent of the net income obtained in each of the three following years. Taxpayers are not entitled to carry forward losses from adjustments for inflation. There is no carry-back. Losses incurred in connection with exempt income are not deductible and cannot be included in costs. Losses from bad debts arising prior to business start-up are not deductible. Foreign-source losses may not be used to offset Venezuelan-source income.

    Capital losses are treated as ordinary losses. Losses incurred from the sale of stock or participations, including losses arising from the liquidation or capital reduction of entities, are deductible provided that:

    • the tax basis (acquisition price) is not higher than the quoted price in the stock market, or the price of the shares or participations is reasonable according to the books of the company;
    • the shares or participations have been owned by the seller for at least two years; and
    • the issuing company performed an economic activity with a reasonable capacity during the two years immediately prior to the year in which the transfer of shares takes place.

    Capital losses from the transfer of shares that are publicly traded on a Venezuelan stock exchange may not be set off against other income.

    Capital gains are treated as ordinary taxable income, subject to tax at the corporate progressive tariff rates of 15 per cent, 22 per cent and 34 per cent.

    Losses with respect to the fixed asset used for the production of income are deductible in the period in which they occur, provided they are not covered by insurance, that they are not included in the costs and that they were caused by external factors (unforeseeable circumstances or force majeure). Losses relating to depreciable assets are calculated on the cost less accumulated depreciation allowances.

    Partnerships (SCs) and de facto companies that take the form of corporations or limited liability companies are required by law to determine their taxable income and comply with all formal duties, including the filing of an income tax return. However, the income tax is not paid at the level of the partnership itself, but rather by the partners in proportion to their interest ownership in the entity.

    Interest earned by foreign entities is taxable by applying the corporate progressive tariff rates of 15 per cent, 22 per cent and 34 per cent to net income, ie, gross amount of the payment less expenses incurred within the Venezuelan territory, regardless of the fact that the payer is obliged to withhold income tax by applying the corporate progressive tariff on an accrued basis on 95 per cent of the gross amount of the payment. The tax obligation is deemed to be fully paid by the withholding and remitting to the Tax Authorities by the withholding agent of the tax so withheld. This interest rate may be considerably reduced by the double tax treaties entered into by Venezuela.

    Interest from Venezuelan sources paid to foreign qualified financial institutions is subject to a flat withholding tax rate of 4.95 per cent of the interest payment.

  27. 27.

    What impact are recent and projected changes in macroeconomic trends in your jurisdiction and abroad and your government’s reaction to these trends having on private equity activity in your jurisdiction? When did you start to see an impact?

    Inflation, negative interest rates, high liquidity and restricted access to foreign currency has originated investments of large pools of cash in real estate asset classes that historically have preserved their value in foreign currency terms. These investment trends started most noticeably in 2012 when the access to foreign currency diminished. These transactions have decreased in 2013 because the inventory of suitable property has diminished in the most relevant urban markets.

  28. 28.

    Please describe any other regulations applicable to private equity funds and private equity investments not discussed in your answers to the above questions.

  29. 29.

    Please describe any other recent trends observed in your jurisdiction affecting how private equity transactions are conducted or how these investments are structured.

    Teams with transactional and local operating experience are in the process of forming private equity funds exclusively targeted to Venezuela.

  30. 30.

    Please describe any other relevant legal considerations or new developments related to private equity investments in your jurisdiction not discussed in your answers to the above questions.

    The recently incorporated Not-For-Profit Venezuelan Private Equity and Venture Capital Association is working on a proposal that will facilitate fund formation in Venezuela and result in a more welcoming regulatory environment for the industry.

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