7/8/2026

Japan's Ruling Party Plans Tighter Oversight of Disclosures by Activist Investors

Reuters (07/08/26) Yamazaki, Makiko; Uranaka, Miho

Japan's ruling party plans to propose stronger enforcement against suspected violations of shareholder disclosure rules by activist investors, including by providing more resources to the securities watchdog, a senior lawmaker told Reuters. The proposals come as Japan has become one of the world's busiest markets for activist investing outside of the United States, attracting hedge funds that have pushed companies to raise returns, unwind cross-shareholdings and improve governance. "The presence of activists has created healthy tension for management and helped drive positive change," said Fumiaki Kobayashi, who heads a group of Liberal Democratic Party lawmakers examining corporate governance. "But there are cases where short-term demands by some activist shareholders may discourage growth investment, and there are concerns about those who may be disregarding rules," he said. Kobayashi did not name any activist shareholders who may have flouted disclosure rules. He pointed to recent revisions of disclosure regulations that specified the scope of deemed joint holdings, aimed at addressing concerns over so-called wolfpack activity, in which investors are suspected of acting in concert while avoiding disclosure requirements. "The challenge now is ensuring effective enforcement," he said. The Securities and Exchange Surveillance Commission, the country's securities watchdog, should be given the resources needed to investigate suspected violations, including additional personnel and greater use of digital tools, he added. Asked about potential cases where activist funds and private equity firms may coordinate around a takeover, Kobayashi said any agreement with a private equity firm concerning a future share transfer should be disclosed in shareholding filings. "If such arrangements were not disclosed, it would warrant stricter regulatory enforcement," he added. Kobayashi's group is expected to finalize the proposals later this month. The group is also likely to recommend a review of the shareholder proposal framework, including tighter requirements for submitting shareholder proposals and the introduction of a statutory mechanism for shareholders to put a non-binding advisory resolution at shareholders' meetings, Kobayashi said. The recommendations reflect broader LDP concerns that while corporate profits have risen sharply in recent years and shareholder returns have surged, investment in capital expenditure, research and development, and human resources has lagged. Japanese companies faced a record number of activist proposals at this year's general shareholders meetings, including a call by Hong Kong-based Oasis Management for a vote against the heads of publisher and gaming company Kadokawa (9468.T). Kobayashi rejected characterizations of his group's proposals as an "anti-activist" drive. This is about creating globally comparable rules, strengthening enforcement against violations and helping companies better explain long-term growth strategies to shareholders, he said.

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7/8/2026

Vivendi Shares Drop After Paris Court Further Shrinks Hopes for Full Takeover by Bollore

Wall Street Journal (07/08/26) Kantouar, Najat

Shares in Vivendi (VIV.PA) fell after a Paris court ruled that the family of investor Vincent Bollore doesn’t have de facto control of the company, dashing hopes for a full takeover. In early afternoon trading, Vivendi shares were down 11.5% at 1.95 euros. Year-to-date shares have fallen more than 16%. The French investment company said Wednesday that it had taken note of the Paris Court of Appeal’s decision. The ruling comes months after the country’s highest court said that a lower appeals court had wrongly concluded that the family’s namesake Bollore (BOL.PA) holding company exercised de facto control over Vivendi. The original case was brought by a minority shareholder in Vivendi, which said that Bollore’s de facto control over the group obliged the family company to make a takeover offer, despite it not holding a majority stake. Bollore SE held a 29.3% stake in Vivendi’s share capital as of December 31, 2025, according to the investor's website. Bollore wasn't immediately available for comment. The decision follows Vivendi’s spinoff of its core business into separate listed companies at the end of 2024. As part of the breakup, Studio group Canal+ (LON: CAN) was listed in London, while advertising group Havas (AMS: HAVAS) was listed in Amsterdam, and publishing firm Louis Hachette Group (ALHG.PA) in Paris. The spinoff was intended to eliminate the so-called conglomerate discount, referring to the gap between a company's market value and that of the sum of its parts.

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7/8/2026

Blue Hill Advisors and Merion Road Capital Management Demand Changes at Alabama Community Bank

American Banker (07/08/26) Place, Nathan

An Alabama community bank is the latest lender under public pressure from investors to make big changes, including in the composition of its board of directors. In an open letter to United Bancorporation of Alabama (OTCMKTS: UBAB), investors Blue Hill Advisors and Merion Road Capital Management — which together own 2% of the company's shares — argued that the bank is underperforming and urged immediate corrective action. "Management has repeatedly stated that they believe the stock is undervalued. It is time to prove it," wrote Jason Blumberg, managing member of Blue Hill, and Aaron Sallen, manager of Merion Road. The investors say UBA, the $1.4 billion-asset parent company of Alabama's United Bank, has allowed deposit and loan growth to stagnate as expenses have "ballooned." Meanwhile, they contend, excess capital has been dragging down the bank's performance. "We've been talking about their excess capital positions for as long as I can remember, and the capital continues to build instead of being utilized," Blumberg told American Banker. In this year's first quarter, total non-interest expenses at the company were $11.5 million, up 15.5% from the same period last year. Total loans held for investment, meanwhile, grew by 2.2%, and total deposits grew by 5.5%. UBA did not respond to American Banker's requests for comment. But in its latest earnings report, CEO Mike Vincent attributed the bank's rising expenses to important investments in technology. "We recognize that IT and people expenses are higher and do not expect this trend to continue," Vincent said in a statement. "We need to grow into what we have." Blumberg and Sallen are not convinced, and recommend a number of steps to change course. These include a $40 million stock buyback, new measures to either cut expenses or "grow into" higher ones, and the appointment of one or two new directors "with deep M&A and capital markets expertise." According to Blumberg and Sallen, UBA is aware of their concerns. Both investors have met with the company's executives, who they say have listened to their suggestions and even agreed with some of them. The problem, they say, is that not much happened afterward. "We felt that there was a lot of talk and not enough action," Sallen said. "It was time to bring the thesis to light and put a little bit more pressure on management to do what they say they're going to do." In facing down a revolt from its own investors, UBA is far from alone. Last summer, an investor accused Comerica of "disastrous decisions" and urged the bank to sell itself, which it soon did. In December, an investor at KeyCorp (NYSE: KEY) called for the ouster of the bank's CEO. And in March, an investor at Eagle Bancorp (NASDAQ: EGBN) in Maryland called for replacing three members of the bank's board of directors, including its chair. In UBA's case, one major reason for the two investors' concerns about capital, as well as their demand for new board members, is a COVID-era cash infusion. In 2022, the bank received $123 million in equity from the U.S. Treasury's Emergency Capital Investment Program, which invested billions in community development financial institutions. UBA, which says it's committed to "fostering economic growth in underserved communities" in Alabama and Florida, is a designated CDFI. The equity boost resulted in a glut of capital that, in Blumberg and Sallen's view, has still not been put to good use. "They found themselves with a load of new capital overnight and don't necessarily possess the expertise in the boardroom — or the experience — to efficiently deploy that capital through M&A and buybacks," Blumberg said. "So we think they probably could benefit from one to two independent directors with that skill set." The investors acknowledged that UBA has repurchased some of its stock — by the company's own estimate, it has recently "returned almost $18 million to shareholders" — but they say it needs to be more aggressive. "Forty million is what we think is appropriate, but we're willing to discuss and debate the right amount," Blumberg said. "A tender offer would … send a very positive signal to the market that UBA understands this is an attractive time to buy its shares at a discount." And above all, the two investors want UBA to get its expenses under control — or explain what strategic purpose they're serving. "When you see a bank's expenses explode, and every quarter or so you hear an explanation for management … you want either a justification where they're going to grow into that expense base, or you want a path to reducing them," Blumberg said. With their open letter, Blumberg and Sallen hope to exert more pressure on UBA's management — not just by going public with their concerns, but by emboldening other investors to speak up as well. Since the letter was published, they say they've already received several supportive messages from other shareholders. And until they see more of their demands put into action, Blumberg said, he and Sallen plan to remain "heavily engaged." "We're not going anywhere," he said. "We'll persist in this effort, because we think that there's a lot of trapped value in this stock that's yet to be realized."

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7/7/2026

ISS Backs Genesco Board in Proxy Fight With Bradley Radoff

Investing.com (07/07/26)

Institutional Shareholder Services (ISS) has recommended that Genesco Inc. (NYSE: GCO) shareholders vote for all nine of the company’s director nominees ahead of its annual meeting scheduled for July 21, 2026, according to a press release statement issued today. In a report dated Sunday, ISS stated that dissidents have not made a compelling case for change and recommended shareholders withhold votes from the dissidents’ nominees, Ballard and Poskon. The proxy advisory firm noted that Genesco has posted peer-beating total shareholder return and steady improvement in operating performance. ISS reported that Genesco’s total shareholder return exceeded its peer median in one-, three-, and five-year periods ending on the unaffected date, as well as since the CEO’s appointment on November 4, 2019. The company’s stock has delivered a 53% return over the past year and gained 26% in the last six months, according to InvestingPro data. The firm also observed that the company possesses a "generally shareholder-friendly corporate governance regime." The proxy contest was launched by Bradley Radoff, who has nominated directors to challenge the company's current board. Genesco filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission on June 15, 2026, in connection with the annual meeting. Genesco operates more than 1,200 retail stores and e-commerce websites through brands including Journeys, Little Burgundy, Schuh, and Johnston & Murphy in the United States, Canada, and the U.K. The company also sells branded lifestyle footwear through Genesco Brands Group under licensed brands including Wrangler, Dockers, and Starter. The company has urged shareholders to vote using the white proxy card for its nine nominees. Innisfree M&A Incorporated is serving as the company’s proxy solicitor for the annual meeting.

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7/7/2026

Vale's Coporate Governance Battle Intensifies as Chair Steps Down

Financial Times (07/07/26) Hodgson, Camilla; Pooler, Michael

Shareholders of Vale (NYSE: VALE) are poised to vote on the future of one of Brazil’s most important companies as the sudden departure of its chair shines a spotlight on alleged political interference in the mining behemoth. Vale’s chair Daniel Stieler resigned with immediate effect on Monday, just weeks after the board rejected a proposal to replace him by the group’s largest domestic investor, the pension fund Previ. The corporate governance fight has led to renewed warnings of undue state meddling at the world’s largest iron ore producer, two years after a board member resigned over what they called “nefarious” influence in a chief executive succession process. Vale, which is valued at $68 billion, is a heavyweight in the global mining industry and considered of strategic national importance by the leftwing administration in Brasília. As the retirement scheme for employees of state-controlled Banco do Brasil (BBAS3.SA), Previ has been viewed in the past as a conduit by which governments have sought to influence Vale. Previ, which owns a 7% stake in Vale, faced a setback in its attempt to remove Stieler last month, when the board declined to recommend a vote on his future to shareholders. But shareholders were still given the opportunity to vote at an extraordinary general meeting on July 22 on whether to remove him and elect a new chair. Following his resignation, shareholders will now choose between two current board members for the role, pitching vice-chair Marcelo Gasparino da Silva — who has warned the Previ proposal carried “a risk of political interference” in the company — against the pension fund’s choice, the lead independent director Manuel Lino Silva de Sousa Oliveira. Previ has denied there was any government request behind the fund's calls to replace Stieler, whom the pension fund originally nominated in 2023 and whose mandate was due to expire next April. But it indicated that it believed that removing Stieler would allow Vale to improve its “strategic management” and strengthen the company's corporate governance. Last month, Adriana Chagastelles, director of equities at Previ, told the FT the pension fund had moved against Stieler as it wanted to appoint an independent chair ahead of next year's contest for the role. From next year, Previ has indicated it will stop nominating future chairs, as part of a broader push to improve corporate governance and transparency. Vale faced an earlier corporate governance crisis two years ago, when the government was forced to deny claims it had exerted pressure to appoint a controversial ally of leftwing president Luiz Inácio Lula da Silva as chief executive. The Brazilian state formally only holds “golden shares” in Vale, which was privatized in 1997, allowing it to block actions such as a change in name or relocation of headquarters. Gasparino, a lawyer, is also an independent board member for minority shareholders at state controlled oil company Petrobras (NYSE: PBR). Oliveira is experienced in corporate finance and strategy, mainly in the mining sector. Announcing Stieler’s resignation on Monday, Vale thanked the former chair and said his work had been “essential for strengthening corporate governance.” RBC analysts on Tuesday said markets were “skeptical of Previ’s interference in Vale’s governance,” but that the election of an independent chair — “whether Marcelo Gasparino or Manuel Lino Silva de Sousa Oliveira — is a positive development from a corporate governance standpoint.”

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7/7/2026

Accounting Firm CBIZ Urged by Reference Equity to Pursue M&A

Bloomberg (07/07/26) Sun, Mengqi

A CBIZ Inc. (NYSE: CBZ) shareholder is urging the accounting firm to re-evaluate its capital allocation, abandon a share buyback plan and return to pursuing acquisitions, according to a letter sent to the company. Reference Equity, a long-only fund, said CBIZ’s management is buying back stock at the wrong time while putting M&A, which has been the firm’s growth engine, on hold, according to Ryan Bunn, the fund’s portfolio manager. Reference Equity, which sent a letter and a presentation to CBIZ Chief Executive Officer Jerry Grisko and Chairman Rick Burdick last month, plans to go public with its campaign Tuesday. Denver-based Reference Equity is proposing that CBIZ raise equity to restart accretive deals, according to the letter reviewed by Bloomberg News. “CBIZ has a unique value proposition,” according to a brief, also reviewed by Bloomberg News, that outlined the campaign thesis. “Our proposal is focused on enabling and enhancing these core capabilities.” Shares of CBIZ have declined 52% in the past year, giving it a market value of $1.9 billion. Including debt, the Cleveland-based company is valued at about $3.9 billion, according to data compiled by Bloomberg. Reference Equity said equity-financed M&A was a lower risk and better strategic fit for the company, even though share repurchases can bring strong returns, according to the letter. The fund added that equity-financed deals can help CBIZ become an industry-leading acquirer and seed growth for the next decade. A representative for CBIZ didn’t immediately respond to a request for comment. CBIZ’s board in February extended a stock repurchase program that allows the firm to buy back up to 5 million shares using operating cash flows and credit through March of next year. The company said in its latest quarterly report in March that repurchasing stock “can be an attractive use of capital and an efficient means to provide value to our stockholders.” The company said in the filing that its primary objective is to fund organic growth acceleration and meet working capital needs and secondly to pay down debt. The company added that it “will also remain focused on making strategic acquisitions that allow us to strengthen our presence in existing markets, expand into high growth industries, and broaden our services to our clients.” CBIZ provides full-service professional services, such as accounting, HR and advisory, to primarily middle-market businesses in the United States. The firm has been using acquisitions to grow over the past few years. CBIZ acquired Marcum LLP in a $2.3 billion deal in 2024, making it one of the largest accounting providers in the United States. Reference Equity’s Bunn said the firm is publicly disclosing its campaign now “out of love for the business.” CBIZ will be weaker if it continues to do buybacks as the rest of the accounting industry moves to invest in and consolidate around artificial intelligence, he said. “Philosophically, it’s a crucial moment,” Bunn said. “They need to support their long-term business model, instead of just pursuing the highest mathematical return today.”

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7/6/2026

Hedge Fund Run by Ex-OpenAI Researcher Bets on SK Hynix's U.S. IPO

Financial Times (07/06/26) McMorrow, Ryan; Acton, Michael

An ex-OpenAI researcher’s hedge fund and UK investor Baillie Gifford have signaled they could take a large chunk of South Korean memory chipmaker SK Hynix’s (KRX: 000660) $28 billion share sale in New York this week. The Nasdaq initial public offering for the South Korean group, formally launched on Monday, comes as the building of AI data centers drives rocketing demand for memory chips. It is set to be one of the largest ever listings by an Asian company in New York. AI demand drove SK Hynix’s revenues up 47% to Won 97.1 trillion ($63 billion) in 2025 while profit more than doubled to Won 42.9 trillion ($28 billion). In the first quarter, revenue nearly tripled year-on-year to Won 52.6 trillion ($34.5 billion). The rising demand for SK Hynix’s memory chips has sent its shares up more than 750% over the past year on the Kospi in Seoul, its main listing, bringing its market cap to Won 1,663 trillion ($1.1 trillion). Investment firms Situational Awareness, Baillie Gifford and Coatue indicated they could take as much as $7 billion of the American depositary shares (ADS) that SK Hynix plans to sell in an additional listing on Nasdaq. The U.S. shares are set to start trading on Friday in New York. Hedge fund Situational Awareness, founded by former OpenAI researcher Leopold Aschenbrenner, has made a series of prescient bets on stocks linked to AI, attracting a large following among retail investors. SK Hynix will pour the $28 billion in proceeds from the U.S. share sale into expanding its manufacturing capacity as it races to keep pace with AI-driven demand. The bulk of the funds are earmarked for building chip fabrication plants in Korea, while a portion will also go towards purchasing EUV lithography scanners — the advanced machines made by the Netherlands' ASML that are essential to producing cutting-edge memory. SK Hynix and fellow South Korean memory giant Samsung (KRX: 005930) last week announced a $600 billion plan to significantly expand their manufacturing capacity in the country as customers clamor for more output. A global memory chip shortage triggered by huge demand for advanced high-bandwidth memory (HBM) in AI data centers has lifted the shares of the three main global players, SK Hynix, Samsung, and Micron (NASDAQ: MU). The trio have all surpassed $1 trillion valuations this year. SK Hynix has managed to leapfrog Samsung to take the lead in HBM technology. It was the first to develop HBM3, which quickly became the preferred memory technology to use alongside the AI accelerators that power frontier AI models. SK Hynix emerged as the primary supplier to Nvidia (NASDAQ: NVDA), cornering roughly half of the global HBM market. SK Hynix said it would issue 17.79 million new shares, equal to about 2.5% of its stock, in the form of ADS listed on Nasdaq. The size of the offering was set to ensure that its controlling shareholder, the SK Group holding company SK Square (KRX: 402340), retains more than a 20% stake. Bankers will set the ADS price based on its Kospi-listed share price, which on July 3 equated to about $158 per ADS. Underwriters leading the deal include Bank of America (NYSE: BAC), JPMorgan (NYSE: JPM), Goldman Sachs (NYSE: GS), and Citigroup (NYSE: C).

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7/6/2026

Korea Raises Shareholder Hurdle for Parent-Backed Subsidiary IPOs

Korea Herald (07/06/26) Yeon-jae, Choi

The Financial Services Commission (FSC) and the Korea Exchange on Monday unveiled draft guidelines that would make it harder for listed parent companies to pursue dual listings by separately listing subsidiaries. The move is aimed at strengthening minority shareholder protections and tackling the so-called Korea discount: Reforms would lengthen the IPO process and require parent companies to demonstrate that a subsidiary listing enhances, rather than undermines, shareholder value. The FSC said it redesigned board obligations and listing review standards to address longstanding criticism that parent companies often suffer valuation discounts after listing key subsidiaries. According to the FSC, listed subsidiaries accounted for 11.2% of Korea's total market capitalization at the end of 2025, compared with 0.05% in the United States, 4.0% in Japan, 2.4% in China, and 2.7% in Taiwan. At the center of the reforms are five obligations tied to directors' fiduciary duty to shareholders. Before pursuing a subsidiary IPO, parent company boards must assess its impact on shareholders, establish investor protection measures, communicate with shareholders or seek shareholder approval, formally vote on the listing proposal, and disclose the process to the market. An independent special committee of at least three members must also review the proposal in advance. Listing reviews will become more stringent as well, with regulators examining whether subsidiaries operate independently from their parent companies and whether adequate protections are in place for minority shareholders. Spin-off subsidiaries will face the toughest requirements. Because such listings are viewed as posing the greatest risk of diluting parent company value, shareholder approval under the so-called 3% rule will effectively become mandatory. Other subsidiaries that do not obtain shareholder approval will face stricter case-by-case reviews based on factors including funding needs, whether they operate in strategic industries and the subsidiary's size relative to the parent company. Companies that fail to meet the new board obligations could face fines of up to 1 billion won ($652,200) and a one-day trading suspension. Small subsidiaries accounting for less than 10% of a parent's sales, operating profit and assets will be exempt from shareholder approval requirements unless their expected market value is deemed material. Regulators also clarified that overseas listings will not provide a workaround. Listed parent companies will be required to follow the same governance procedures even if a subsidiary seeks to list on a foreign exchange such as Nasdaq (NASDAQ: NDAQ). The policy could affect companies considering overseas IPOs, including Hyundai Motor Group's (KRX: 005380) robotics unit Boston Dynamics and Kakao Mobility, which has explored an ADR issuance or a Nasdaq listing. While overseas IPOs are not subject to Korea Exchange listing reviews, the FSC will examine whether parent companies complied with the new requirements during securities registration reviews. The rules apply when a listed parent company seeks to list a non-listed subsidiary it effectively controls, including affiliates in which it owns at least a 20% stake and second-tier subsidiaries in which those affiliates hold more than a 50% ownership stake. HD Hyundai Robotics is emerging as one of the first major tests of the new framework. The robotics company, a spin-off unit of HD Hyundai, has been preparing an IPO that could value it at up to 8 trillion won. Mandatory shareholder approval and additional investor protection requirements are expected to complicate the process. The company also raised 180 billion won in pre-IPO funding last year from investors including Korea Development Bank, meaning any delay could increase financing costs and postpone investor exits. The tighter rules are already beginning to reshape corporate restructuring plans. CJ Olive Young, long considered one of Korea's largest IPO candidates, is increasingly viewed as more likely to merge with parent CJ Group than pursue a separate listing. Analysts say such a move would allow its growth to be reflected directly in CJ's valuation while avoiding controversy over a dual listing. Hanwha Energy, the unlisted company at the apex of Hanwha Group's (KRX: 000880) ownership structure, is widely viewed as falling outside the scope of the new rules because the framework targets listed parent companies pursuing subsidiary listings. Industry officials expect the reforms to reshape not only IPO strategies but also broader approaches to corporate governance and restructuring. The focus is likely to shift from whether subsidiaries should be listed to whether companies can demonstrate that such listings benefit all shareholders rather than dilute parent company value.

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7/1/2026

Dynatrace Adds Two Directors Following Starboard Engagement

Investing.com (07/01/26)

Dynatrace (NYSE: DT) announced today the appointments of George Riedel and Dan Streetman to its board of directors, effective immediately, according to a press release statement. The appointments follow engagement with Starboard Value LP, an investment adviser that took a position in the software company. Riedel previously served as CEO and Chairman at Cloudmark and Chief Strategy Officer at Nortel Networks. He currently chairs the boards of Juvare and Bridgeway Benefits Technologies. Streetman serves as CEO and board member at Tanium, a privately held cybersecurity and systems management company. He previously served as CEO of TIBCO Software and held leadership positions at BMC, Salesforce (NYSE: CRM), and C3.ai (NYSE: AI). The company plans to hold an investor day following its announcement of second quarter fiscal 2027 financial results. Dynatrace stated it will outline its path to achieve a "Rule of 50" metric in fiscal 2029, which it defines as the sum of its annual recurring revenue growth rate and non-GAAP operating margin percentage. Dynatrace reiterated its intention to continue returning capital to shareholders under its $1 billion share repurchase authorization and plans to communicate a capital return framework at the investor day. This aligns with an InvestingPro tip noting that management has been aggressively buying back shares. The stock currently trades below its Fair Value, suggesting potential upside for investors according to InvestingPro analysis. "We invested in Dynatrace because we believe the company will be a beneficiary of enterprise AI adoption and has a tremendous opportunity to create significant shareholder value through top-line growth, margin expansion, and capital return," said Peter Feld, Managing Member of Starboard. Rick McConnell, CEO of Dynatrace, stated the company is continuing to execute its strategic plan to deliver balanced growth and profitability. The company’s financial performance supports this strategy, with revenue growing 19% and gross profit margins of 82% over the last twelve months. For deeper insights into Dynatrace’s financial health and growth prospects, investors can access the comprehensive Pro Research Report, available for this and 1,400+ other U.S. equities. Dynatrace provides an AI-powered observability platform for digital businesses. The company and Starboard intend to engage in the coming months.

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