<![CDATA[Gawker: valleywag, valleywag, sec, ;]]> http://tags.gawker.com/assets/base/img/thumbs140x140/gawker.com.png <![CDATA[Gawker: valleywag, valleywag, sec, ;]]> http://gawker.com/tag/valleywag/sec/ http://gawker.com/tag/valleywag/sec/ <![CDATA[SEC Still Investigating Steve Jobs, Stock Be Damned]]> The Securities and Exchange Commission is reportedly still investigating whether Apple misled investors about Steve Jobs' health. That the company's stock has nearly doubled in the intervening six months is apparently beside the point — as it should be.

Back in January, word leaked that the Securities and Exchange Commission was informally looking into whether Steve Jobs misled investors when the Apple CEO downplayed his health problems just nine days before taking medical leave. At the time, Apple stock had dropped to just $78 per share on the news Jobs would be out of the office for at least six months.

Since then, company shares have zoomed back up to $145 and now trade at $135 (see chart below). But the SEC is still on the case, a Bloomberg source says:

A pivotal question for regulators is what Apple's board knew at the time of Jobs's Jan. 5 announcement that he had a hormone imbalance and a Jan. 14 statement that he was taking a five-and-a-half month medical leave, said the [source], who declined to be identified because the probe is confidential. Jobs went on to have a liver transplant during his leave. SEC investigators want to be sure that Jobs's January disclosures didn't mislead investors, the [source] said.

The point of securities enforcement isn't to make sure investors get rich, but to ensure they are treated like the owners of the company and told the truth. Those who bought Apple shares at its peak of nearly $200 per share must be especially keen to find our what Apple knew and when the company knew it.



(Top pic: Jobs at Apple headquarters, October 2008. Via Getty Images.)

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<![CDATA[Mark Cuban's High Definition Dreams Crushed By Time Warner]]> The image associated with this post is best viewed using a browser.Mark Cuban concedes his HDNet has been permanently kicked off Time Warner Cable Systems nationwide. It's a rough time for the mouthy internet entrepreneur.

It's bad enough that the Feds are still breathing down his neck over purported insider trading. Now Cuban must grapple with the loss of access to Time Warner's 13 million video subscribers.

"Wish I could get HDNets back on TWC, but I can't," Cuban tweeted yesterday, indicating he had failed in his efforts to get Time Warner to reverse its yanking of the network a few days earlier.

Cuban had been trying to get the flagship HDNet station out of Time Warner's marginal "HDTV Tier," which costs an extra $5 per month, and into a more widely-seen subscription package. Time Warner subscribers get a wide variety of HD channels even if they don't sign up for the "HDTV Tier."

Apparently the self-styled media maverick pushed the issue too hard, because now he's off the system entirely despite an offer to significantly reduce HDNet's fees.

The cut means CBS-newsman-turned-HDNet-star Dan Rather is off the air in New York, except for satellite customers.

Perhaps all this stress and conflict explains why Cuban was hitting the dessert table so hard at Dow Jones' "D" tech conference the other day; watch him work the free conference snacks in the background of the Beet.TV video below.

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<![CDATA[Danny Pang, California's Answer to Bernie Madoff, Arrested]]> The FBI has arrested Orange County financier Danny Pang on money-laundering charges, as his firm, PEMGroup, faces an SEC investigation. It's a classic law-enforcement move, like when Eliot Ness caught Al Capone on tax evasion.

Over the last two years, an FBI affidavit claims, Pang and his assistants made 38 separate cash withdrawals below the $10,000 limit which triggers a report to the authorities; the rule is meant to track money-laundering activity. Evading the reporting requirement by making multiple transactions below the limit carries a penalty of up to 10 years in prison.

But that's a small crime compared to the one SEC officials are alleging: that Pang lied to investors about his background, falsely claiming he had an MBA degree and worked at Morgan Stanley, and that he ran part of PEMGroup's $4 billion money-management business as a Ponzi scheme.

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<![CDATA[Danny Pang's Last Gamble]]> A dead stripper wife. A gambling habit. A made-up résumé. All Southern California financier Danny Pang needed to complete the picture was an SEC investigation of an alleged Ponzi scheme. Now he has that, too.

The SEC is charging Pang, a colorful Taiwanese immigrant who led a glittering L.A. lifestyle, with defrauding investors by falsifying his credentials and misrepresenting how his $4 billion money-management firm, PEMGroup, made money. A judge has frozen the firm's assets.

If even some of those accusations prove true, the picture that will inevitably emerge is that of a gambler and a liar — one who bets his inventions will never catch up with him.

Pang has been under the microscope since the Wall Street Journal aired charges similar to the ones the SEC is now making two weeks ago: that he'd never earned an MBA and never worked at Morgan Stanley. An ex-employee, Nasar Aboubakare, told the newspaper that Pang had called his money-management business, PEMGroup, a "Ponzi scheme" and offered him $500,000 on the condition that he not talk to the Journal. According to Aboubakare, a scheme to purchase life-insurance policies at a discount and pay investors with the proceeds went sour, and Pang instead paid his investors their promised returns with new money raised to invest in time shares.

Pang has denied the charges. But it's telling who he's hired as his spokesman: Mike Sitrick, the crisis PR guy whom Paris Hilton has on speed-dial.

New York has a complete timeline of Pang's career. He's had his share of financial shenanigans before the current ones. But three anecdotes seem to tell the story of his life:

Education. School records show Pang only attended one summer term at the University of California at Irvine, in 1986. Yet in the 1988-1989 term, he got elected chairman of the university's Asian Pacific Student & Staff Association. A university spokeswoman explained that anyone could have walked up and won the post.

Love. One would think a former stripper would marry for her husband's money, rather than the other way around. But Janie Louise Pang, Danny Pang's murdered wife, told police that her husband had been abusive and forced her to withdraw $70,000 from the bank to spend on gambling. The Journal reported on the mysterious circumstances of her death:

In May 1997, Ms. Pang hired an investigative agency, which, according to court records, observed her husband holding hands with another woman. The next day, Ms. Pang was scheduled to meet with the investigator at noon. Shortly before that, the doorbell rang at the Pangs' home. According to court records, the family's maid heard Ms. Pang, her 5-year-old at her side, answer the door and begin talking to the visitor, who asked if she was "Miss Pang."

She then began screaming. The maid saw her run through the house, chased by an elegantly dressed man carrying a briefcase and holding a gun. As Ms. Pang cowered in a closet, he shot her dead.

Money. Among the allegations against Pang is the claim that he used investors' money, raised to purchase time-share real estate, to buy a private jet in 2007. He then took PEMGroup employees on the jet to Las Vegas, where he won a large amount of cash and handed out stacks of bills to his workers.

Before the WSJ and the SEC closed in on him, Pang seemed to have been pursuing one last big bet: that an investment in a Chinese mining firm would pay off and allow him to make good on his soured life-insurance scheme. With commodity prices collapsed, that seems like a long shot. But up until a few weeks ago, Pang had been betting that no one would call to check on whether he'd actually gotten an MBA; that no one would make inquiries about his dead wife; that no one would ask how he managed to buy a private jet and support a gambling habit. For Danny Pang, all bets are off now.

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<![CDATA[Did Apple's Ex-CFO Rat Out Steve Jobs?]]> Forbes has a cover story on how Steve Jobs got himself in hot water with the SEC over stock options. The magazine is part-owned by former Apple CFO Fred Anderson. Do the math.

Amid SEC charges that Apple management had shifted the dates of stock options to benefit executives, including Jobs, Anderson, and former general counsel Nancy Heinen, the company took an $84 million charge in 2006. Jobs and Apple settled a shareholder lawsuit for $14 million, but avoided trouble with the SEC. Anderson and Heinen paid $3.5 million and $2.2 million in fines respectively, without admitting guilt.

The episode caused a major rift between Anderson and Jobs. Anderson had left Apple in 2004, but stayed on the board until the scandal led to his resignation in 2006. In the meantime, Anderson had joined Elevation Partners, a private-equity firm in Silicon Valley. As the stock-options scandal grew, Anderson and Jobs pointed fingers at each other, at one point issuing dueling press releases shifting the blame. Anderson has long maintained that Jobs knew more about the options chicanery than he has let on.

Elevation, which also counts famed Valley investor Roger McNamee and U2 frontman Bono as partners, backed Palm, a rival to Apple in the smartphone business, and recruited a former top Apple executive, Jon Rubinstein, as Palm's executive chairman. No one in Silicon Valley honestly believes this is a coincidence.

Forbes is another Elevation investment. The May 11 story, written by Bill Barrett and teased on the cover, centers on the 118-page transcript of a three-hour interview Jobs gave SEC examiners trying a case against former Apple general counsel Nancy Heinen, which the magazine obtained at some difficulty through a Freedom of Information Act. In the interview with SEC examiners, Jobs complained that the board was not looking out for him and he had to ask for a generous stock-options package, but maintained that he was largely unaware of the backdating and ignorant of the accounting consequences. (Backdating is not illegal by itself, but requires notice to shareholders and a charge to earnings, neither of which Apple undertook at the time it backdated options.)

Excellent journalistic work on Barrett's part. But here's the question: How did Forbes know precisely which document to ask for? It always helps to have well-connected sources. And it's hard to imagine who would be better placed to know the details of the case than Anderson.

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<![CDATA[Now the SEC Wants to Know How Steve Jobs Is Feeling]]> "Why don’t you guys leave me alone?" Apple CEO Steve Jobs testily asked a Bloomberg reporter probing him about his health. Good luck with that: The Securities and Exchange Commission is asking, too.

It's not a formal inquiry, like the one Jobs and Apple faced a few years ago over improperly issued stock options. And the status of a CEO's health isn't ordinarily under the SEC's purview. But his absence at Macworld Expo, an annual event where he's presented Apple gadgets for more than a decade, raised fresh questions about whether Jobs, a survivor of pancreatic cancer, can do his work as CEO. After weeks of uproar, Jobs finally said he would take a six-month medical leave from Apple.

Apple's deceptive statements to the press, shifting explanations of Jobs's no-show, and changing plans for Jobs's work schedule as he recovers from a still-unexplained health problem have raised the SEC's interest.

Let's be honest: Every handwringing journalist who writes about Jobs's health feels obligated to write a disclaimer wishing Jobs a complete and speedy recovery. And indeed, the media's obsession with Jobs is emotionally fraught. But Apple shareholders don't care about Jobs's health; they just want to make money, and are freaked out that Jobs's illness and the economic recession will deal their portfolio a blow.

Apple is set to report quarterly earnings this afternoon — and Jobs has rarely participated in those conference calls, even when well. Shareholders want to hear about Apple's numbers, not Jobs's medical chart. Here's what I think will happen: If sales are disappointing, there will be fresh howls of outrage over Jobs's health disclosures. If iPhones keep flying off the shelf, the SEC will quietly drop the matter.

(Photos via Reuters/Getty Images)

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<![CDATA[A Bloodthirsty Public Finds the Villains We Want]]> The national mood demands businessmen in handcuffs. And here's one already: Federal agents have arrested Bernie Madoff, the 70-year-old founder of a Wall Street brokerage, accusing him of bilking $50 billion from investors.

The Oedipal twist: Madoff's own sons, Andrew and Mark, turned Madoff in after he told them that the money-management arm of his firm, which ran hedge funds for wealthy investors, was "a giant Ponzi scheme." That term gets thrown around a lot, so we'll remind you of what it actually means: A scheme in which current investors are paid outsized returns not from investing profits but from money put in by new investors.

That is, according to an FBI agent's complaint, exactly what Madoff did:

deceived investors by operating a securities business in which he traded and lost investor money, and then paid certain investors purported returns on investment with the principal received from other, different investors, which resulted in losses of approximately billions of dollars.

All goes well in this kind of scheme until the money stops flowing in. Madoff told his sons that customers had sought to withdraw $7 billion, and he did not know if he could come up with the cash.

Madoff's lawyer, Dan Horwitz, touted his client's "unblemished record" to the Wall Street Journal. But rivals on Wall Street have questioned his curiously steady returns for years.

The complaints against Madoff are shocking. But mostly for the simplicity of the alleged swindle. A Ponzi scheme, in this day and age? It show the need for better hedge-fund regulation — boring! This was a rich-on-rich crime.

The case of Marc Dreier, a lawyer recently arrested on allegations of a $380 million hedge-fund fraud, is far more compelling, with faked-up websites and multiple cell phones. Prosecutors say he tried to sell fake debt instruments to a pension fund.

It all points to a much-needed sweep of the hedge-fund world. But neither Madoff nor Dreier seem to have played a significant role in the housing bubble that could end with 8 million homes in foreclosure. Yeah, the feds got their men. But we didn't get our scapegoats.

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<![CDATA[VC bust proves sports teams a better bet than startups]]> The Securities and Exchange Commission has caught up with William "Boots" Del Biaggio, a venture capitalist once dubbed a "young financial god," on charges of defrauding clients and banks out of $65 million — in part so he could buy a sports team.

Del Biaggio hasn't exactly copped to the charges. But he did agree not to make additional violations of securities laws — a usual step in reaching a settlement. The SEC will decide later how much he has to repay investors and cough up in fines. He also faces separate criminal charges.

What did he use the money for? The government's complaint says that Del Biaggio faked collateral documents to borrow $25 million in banks so he could buy a stake in the Nashville predators, a hockey team. He also raised a venture-capital fund, Sand Hill Capital Partners III, which the government says he used as a "checkbook" to pay off gambling debts and redecorate a palatial Bay Area home. Del Biaggio resigned form SHCP shortly before it filed for bankruptcy protection this summer.

What's curious about Del Biaggio's two crimes: He could have gotten away with them if he had just committed them simultaneously. If only he had told investors he needed to raise money to buy a sports team rather than invest in startups, he might be doing okay now. Jim Balsillie, a Canadian billionaire and founder of smartphone maker Research In Motion, wants to buy Del Biaggio's stake in the Predators. Unlike boom-and-bust startups, sports teams will always be worth something.

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<![CDATA[Mark Cuban fights back]]> Dallas Mavericks owner and dotcom jillionaire Mark Cuban has posted an SEC P2 filing to his personal blog. Cuban can run a team, but he's a bit sloppy trying to put the paperwork in context. In short: The SEC has accused Cuban of ordering the sale of his shares in Mamma.com in 2004, based on inside info, to avoid a $750,000 loss. Here's what Cuban is trying to say with his post:

  • The SEC doesn't have a statement from anyone saying that Cuban knowingly ordered an insider trade.
  • Regulators dropped an investigation of Mamma.com over allegations of securities-law violations days before starting their investigation of Cuban. Cuban's unspoken implication: Someone must have made a deal.
  • Dallas Mavericks owner Mark Cuban, as seen on Dancing with the Stars, makes a better target for ambitious SEC staffers than the forgotten Mamma.com team.
  • Oh, but Cuban's got a blog. Eat this, SEC!
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<![CDATA[Blog maverick charged with insider trading]]> The SEC has filed charges against Dallas Mavericks owner and dot-com billionaire Mark Cuban. The Wall Street Journal, which disgraced Cuban with a stipple portrait this morning, sums up the paperwork thusly:

The SEC alleges in a civil action that Mr. Cuban sold his entire 6% ownership stake on June 28, 2004, after learning that Mamma.com was raising money through a private investment in a public entity, or PIPE. The next day, on June 29, the company announced the PIPE financing and shares of the company dropped by more than 10%. By selling his stake, the SEC alleges, Mr. Cuban avoided more than $750,000 in losses.

In a PIPE transaction new shares are issued at a discount to the current trading price. An announcement of a PIPE transaction is often followed by a drop in the stock price as shareholders anticipate their stake will be diluted.

(Illustration by the Wall Street Journal)

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<![CDATA[What's wrong with SGI?]]> Computer maker SGI has yet to file its annual report with the SEC. Its excuse: The company is "continuing to work with its independent auditors, KPMG, to help them complete their audit procedures." That's a bit like telling your 3rd-grade teacher that your homework is late because you're still working on it. The company recently laid off 7 percent of its workforce, and SGI CEO Bo Ewald also got a $150,000 bonus that, under the terms of the company's bonus plan, was undeserved.

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<![CDATA[Apple's former top lawyer settles options-backdating case for $2.2 million]]> Nancy Heinen, former general counsel for Apple, has reached a settlement with the Securities and Exchange Commission. She neither admits nor denies wrongdoing over charges that she forged board documents to backdate executive stock options — instead, she gets to avoid a trial. Heinen also agrees to pay $2.2 million and is barred from serving as an officer of a public company or practicing law before the SEC for five years. Who will sculpt a bust wreathed with laurels in the honor of a woman who so courageously fell on her sword for tyrant CEO Steve Jobs? [WSJ]

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<![CDATA[SEC, Sun CEO make sure blogging will never be fun again]]> Blame Jonathan Schwartz. Sun Microsystems' ponytailed Mission-hipster foodie CEO complained in 2006 that he couldn't post corporate news on his blog. SEC chairman Chris Cox stepped to, initiating a two-year study that has just concluded that yes, posting "non-public material information" on a website might suffice as a means of disclosure. What this will really accomplish:

Driving kids away from blogging once and for all. When blogs are safe for announcing corporate earning reports — when Mom and Dad drive an hour each way just to pull down a salary for clicking "Save" in Movable Type — you know they won't touch a blog, even if you paid them. Well, maybe if you paid them.

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<![CDATA[Why LinkedIn's getting into the insider-trading business]]> You'd think LinkedIn management, which has made no secret of its plans to take its automated schmoozefest public, would be trying to avoid trouble with the Securities and Exchange Commission. Not so. They're aggressively marketing the company's latest moneymaking scheme, LinkedIn Research, to hedge fund managers. The premise: Traders can use LinkedIn to find "experts" with "unique input" on public companies in their portfolio. What LinkedIn marketers delicately phrase as "input," SEC investigators might well call "inside information." And the only thing actionable about the whole affair might be the insider-trading charges that result.

Regulators frown on free communications between knowledgeable company executives and information-hungry investors. LinkedIn offers "compliance" tools, but those tools amount to letting the fox electronically monitor the henhouse. Hedgies surely realize this, and will see LinkedIn's lax policies as a selling point. (Other firms which connect investors with company insiders have, at some expense, created systems which allow the experts' employers, not just the investment firms, to monitor contacts.)

If it gets in trouble, LinkedIn will likely plea that it didn't know how its networking site was being used — the standard we're-just-a-platform dodge. But it will be hard to claim that for two reasons. First, LinkedIn is touting the account managers it's providing who will actively help traders use the service. Second, CEO Dan Nye previously worked at Advent Software, a company which provides portfolio-management software to Wall Street firms. It's not like he's unfamiliar with the SEC's disclosure and monitoring requirements. Rather, one has to think he knows just how expensive complying with those rules are, and that rejiggering LinkedIn's software to obey them will make LinkedIn Research a nonstarter.

It's not a stretch to imagine how an ambitious government prosecutor could make a case for LinkedIn aiding and abetting insider trading. The law doesn't even require that money change hands; exchanging inside information for a thumbs-up reference on LinkedIn could very well qualify as a breach of the rules.

But that assumes anyone in Washington or New York is paying attention. Unlikely, given the mortgage mess. LinkedIn will likely go public on the basis of its hedge fund-juiced revenues long before an overtaxed SEC gets around to looking at how, exactly, the avaricious traders of Greenwich are getting their information.

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<![CDATA[Broadcom gives "backdating" a whole new meaning]]> After the SEC accused Henry Nicholas and Henry Samueli, founders of chipmaker Broadcom, of illegally backdating stock options for five years, Samueli stepped down as board chairman and CTO. Nicholas had stepped down from his post as CEO in 2003 amidst allegations of having a drug habit and flying friends and prostitutes from around the country to an underground party lair he'd built in his home.

Samueli, pictured above in his role as owner of NHL's Anaheim Ducks, denied any wrongdoing in a statement. Nicholas could not be reached as he is reportedly now at the posh Betty Ford clinic undergoing rehabilitation for substance abuse. The suit also names former CFO William Ruehle and current general counsel David Dull, seeking a return to shareholders of "ill-gotten gains" and to bar all four principals from serving in any public company. (Photo by AP/Lawrence Jackson)

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<![CDATA[Google discloses ex-Pixar CFO's legal trouble — but Disney doesn't]]> The stock-options backdating scandal, which bored Silicon Valley the day the SEC first announced its investigations, continues. The latest to disclose a brush with the law: Google. Google has not been accused of misleading investors by moving up the grant date of stock options, making them more profitable for the executives who received them. But Google board member Ann Mather, the former CFO of animation studio Pixar, has, and the SEC is now initiating legal proceedings against her.

Here's what's odd: Pixar is now owned by Disney, which cleared everyone "currently associated" with the company of wrongdoing. That includes Steve Jobs, Pixar's former CEO, now a Disney board member, but leaves Mather out in the cold. So far out that Disney itself hasn't disclosed her legal jeopardy to its own shareholders — the people whose Mather's Pixar backdating most affected.

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<![CDATA[New transparency on Sand Hill Road]]> Sequoia_Capital_office.jpgBeginning March 17, 2009, the SEC will require companies raising funds from venture capitalists and others to file Regulation D forms electronically. That will make the disclosures instantly available to anyone with a computer, PEHub reports. Until then, startups will continue to submit Reg Ds on paper to the SEC, which then makes two copies, eventually sending one to Thomson Financial. The process usually takes long enough that reporters don't find out about new investments until VC and funded companies announce them. (Photo by gholzer)

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<![CDATA[ChaCha scandal leaves SEC searching for the truth]]> Indiana University's decision to partner with "human-powered" search engine ChaCha shouldn't have been controversial. ChaCha's based in Indiana and was founded by two IU alumni. Universities often have ties to local startups. Did anyone question Stanford's use of Google, or a professor's investment in the company? No, the controversy comes because no one actually believes that ChaCha is a better search engine than Google, and, more importantly, the partnership conscripts the university's library and IT staff into working for the search engine for free. And it's always the coverup, never the cime. In attempting to downplay university president Michael McRobbie's ties to ChaCha, university officials made the situation much, much worse. Someone's lying. It's just a question of to whom, and when.

When critics observed that McRobbie was a board member of ChaCha, Brad Wheeler, IU's vice president of information technology, claimed McRobbie had resigned his board position on March 1 when he became president-elect to avoid any impropriety.

But three months after McRobbie supposedly resigned, ChaCha filed a Regulation D statement with the Securities & Exchange Commission — a requirement imposed on private companies when they register shares — that stated (PDF) McRobbie was a member of the board as of May 31.

Is Wheeler lying? If so, it's a stupid lie, one easily discovered, and a lie that will only increase scrutiny of the university deal. And it's a lie that does little to change the appearance of conflict, since McRobbie had been working as an executive overseeing IT and research at the university for years — roles which would have been central to any search-engine deal the university struck.

There's another possibility, one far worse for the company than a mere conflict of interest. Wheeler's statement could be accurate, and ChaCha's filing with the SEC could be false. In which case, Dean Burger, ChaCha's CFO and general counsel, would have lied to the SEC when he signed the filing and certified it as factual and true. And that scandal would spread as far as Seattle, since Jeff Bezos is also an investor in the company, and as the CEO of the publicly traded Amazon.com, hardly needs an SEC investigation coming anywhere near him.

And this all reminds us why "human-powered" search engines will never take off. As annoying as Google's robotic algorithms are, they never pull this kind of nonsense on us.

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