The court noted that the legislature had "thought proper, in some instances" to give one vote for each share in corporate charters and in other cases had provided for graduated voting. The court believed, however, that as a policy matter, it should not permit the members of the corporation to adopt such a rule in the absence of specific legislative authority, since

46

the tendency, at least, the apparent tendency, of the by-law in question, is to encourage speculation and monopoly, to lessen the rights of the smaller stockholders, depreciate the value of their shares, and throw the whole property and government of the company, into the hands of a few capitalists; and it may be, to the utter neglect or disregard of the public convenience and interest."5 What this opinion seems to indicate is not a rigid adherence to an old common law rule, since there does not seem to have been any, but rather a judicial reluctance to abandon traditional democratic principles for the government of business corporations unless the legislature evidenced a clear intent to abandon them. The persistence of this judicial concern can be seen in an 1890 decision by the Supreme Court of Alabama upholding the effectiveness of a provision inserted by the legislature in the charter of a coal and iron company, prohibiting any person from casting "more than one-fourth of all the votes at any election of directors." ." Another company, which had bought a majority of the shares, attempted to evade the prohibition by putting some of its shares in the names of its officers and directors. The court thought

the statutory restraint on the voting power of the stockholders was enacted for very wise and conservative purposes . . . It is perhaps to be lamented that our organic law does not contain a provision applicable to all business corporations aggregate, that no one person, whether natural or artificial, can ever exercise a controlling voice in their organization or government.48 B. Perspectives From the Civilian 49

In many of the leading commercial countries with civil law systems, the corporation law modifies the prevailing rule of one vote per share either by restricting the number of votes that any one stockholder can cast or by specifically authorizing the inclusion of such a limitation in the articles of incorporation.

Sweden, Argentina, Colombia, and Belgium limit the proportion of the shares represented at a meeting that may be voted by any one stockholder, the proportion being

45 Id. at 241 (emphasis in original).

46 The other case most often cited for the " common law rule" is Commonwealth v. Conover, 10 Phila. (Pa.) 55 (C.P. 1873), in which the court stated, without authority: "We think it may with safety be assumed, that at common law, the rights of the members of a corporation stand upon the principle, that all are equal in the enjoyment of franchises granted, unless the contrary appears on the face of the charter. . ." Id. at 56. Since this case involved the Vesper Yacht Club of Philadelphia, it did not involve any examination of the merits of voting procedures in business corporations. 47 Mack v. De Bardelaben Coal & Iron Co., 90 Ala. 396, 401, 8 So. 150, 152 (1890).

48 Id. at 403, 8 So. at 152.

The research for this part was hampered both by the difficulty in obtaining up-to-date information on the law and practice in various countries and by difficulty in reading the languages in which certain of the materials were found. The specific references should therefore be taken more as indicative than definitive.

one-fifth in Sweden 50 and Argentina,51 one-quarter in Colombia, and two-fifths in Belgium. In addition, two of these countries limit the proportion of the issued shares that any one stockholder may vote-one-tenth in Argentina and one-fifth in Belgium."

54

56

Uruguay has the strictest limitation: no person may represent more than six votes (three, if the corporation has less than 100 shares), and the restriction has been interpreted as applying to persons voting as proxies for others as well as to those voting for their own account.57

The laws of France, Germany, Switzerland, Netherlands, Denmark, and Brazil specifically authorize inclusion in the articles of incorporation of provisions limiting the number of votes that may be cast by any one stockholder.

The basic French rule, carried over into the 1966 corporation law, is that the number of votes to which stockholders are entitled is proportional to the aggregate par value of the shares which they own.58 However, the articles

50 Stock Corporation Act of 1944, § 119(4), as amended, in CORPORATION LAWS OF SWEDEN 79 (Foreign Tax Law Ass'n 1965). A stockholder may be required to make a written declaration that he is the real owner of the shares he is voting and did not acquire them for the purpose of evading any restrictions contained in the law or the articles of association, particularly those relating to voting rights. The company's rules, however, can eliminate the restriction and give one vote per share. K. RODHE, AKTIEBOLAGSRATT 113 (1964).

$1 CÓDIGO DE COMERCIO art. 350 (de Zavalía 1968). The Argentine provision has been criticized on the ground that, because it is too easily avoided, it does not achieve its objective. 1 V. RIVAROLA, SOCIEDADES ANONIMAS 150-152 (5th ed. 1957). It would be eliminated in a proposed revision of the corporation laws because, in the great majority of Argentine corporations that have bearer shares, the ease with which accommodation transfers can be made renders the limitation virtually unenforceable. ANTEPROYECTO DE LEY GENERAL DE SOCIEDADES 32 (1967).

52 Law No. 58 of 1931, art. 28, in THE COMMERCIAL CODE OF COLOMBIA 405 (Foreign Tax Law Ass'n 1965). See V. RUEDA, LAWS OF COLOMBIA IN MATTERS AFFECTING BUSINESS 45 (3d ed. 1961). This limitation was reconfirmed and elaborated in Decree No. 2521 of 1950, art. 90, in THE COMMERCIAL CODE OF COLOMBIA, supra at 517. It would be carried forward in Article 592 of the new Commercial Code submitted by a committee of revision in 1958. 1 PROYECTO DE CÓDIGO DE COMERCIO 129 (1958). This limitation was made inapplicable to government holdings in public service companies. Decree No. 2521 of 1950, art. 91, in THE COMMERCIAL CODE OF COLOMBIA, supra at 518. Problems have arisen in applying it to majority-owned subsidiaries of other companies. See J. BENETTI SALGAR, DE LA ASAMBLEA GENERAL DE ACCIONISTAS 50-56 (1963). 53 Law of 1935, art. 76, in COMMERCIAL LAWS OF BELGIUM 12 (Foreign Tax Law Ass'n 1965). The workings of this provision are described in A. GREGOIRE, MANUEL DES SOCIÉTÉS ANONYMES 63-66 (1968). A recent project for the revision of Belgian corporation law proposes its elimination because it is objectionable in principle to the system of decision by majority vote, and because the ease with which it can be evaded by the use of nominees often makes it unworkable in practice. AVANT PROJECT DE LOI SUR LES SOCIÉTÉS ANONYMES 53-54.

CÓDIGO DE COMERCIO art.350 (de Zavalía 1968).

55 Law of 1935, art. 76, in COMMERCIAL LAWS OF BELGIUM, supra note 53.

56 CÓDIGO DE COMERCIO art. 420 (Barreiro y Ramos 1964). This formula was adapted from the Dutch Commercial Code of 1826. See Decree of May 26, 1949, in id. at 377.

57 Decree of May 26, 1949, in id. at 377. Even this low limit is apparently "qualified in practice through the splitting of the votes by calling in nominee shareholders." J. O'FARRELL & C. FREIRA, COMPANY, TAXATION, AND BANKING LAWS IN URUguay 2 (2d ed. 1959).

58 Law No. 537 of July 24, 1966, art. 174, in A. DALSACE, MANUEL DES SOCIÉTÉS ANONYMES 403 (4th ed. 1967). See also Law of Nov. 13, 1933, art. 4, in CODE DE COMMERCE art. 46 (60e ed. Petits Codes Dalloz 1964); E. CHURCH, BUSINESS ASSOCIATIONS UNDER FRENCH LAW 351 (1960).

59

may limit the number of votes that any single stockholder may cast at any meeting of shareholders, provided that limitation is uniform for all shares.60 Limitations of this sort, such as a provision that no stockholder may cast more than ten votes at the annual meeting, are reportedly frequently employed."

The German Corporation Law of 1965 carries forward the provision of the prior law that the voting rights of large stockholders may be limited in the articles of incorporation either by fixing a maximum number of votes or by scaling down voting rights as the number of shares increases. To facilitate enforcement of such limitations, the articles may also provide that shares held by one stockholder for the account of another may be included in the latter's holdings in determining the applicability of the limitation.63

One special German provision is found in the law providing for the transfer of the Volkswagen Company to public ownership, which limits each stockholder to a number of votes equal to the number that would be conferred by ownership of one ten-thousandth of the outstanding shares. This provision was apparently a significant factor in preventing a merger of Volkswagen and Daimler-Benz, since the latter company "is closely held, and its owners presumably don't want to yield control of their company for Volkswagen stock they

can't vote." 65

66

In Switzerland, the articles may limit the number of votes that a single stockholder may cast, and the transfer of shares for the purpose of exercising voting rights at a meeting is prohibited if made for the purpose of avoiding such limitations.67

The Dutch corporation law has rather complex provisions. The articles may either (a) restrict the number of votes any one holder may cast, provided that holders of equal numbers of shares are entitled to equal number of

59 Law No. 537 of July 24, 1966, art. 177, in A. DALSACE, supra note 58. Under the old law, the limitation apparently could only be made applicable to voting at annual meetings. Law of July 24, 1867, art. 27, in CODE DE COMMERCE art. 46 (60e ed. Petits Codes Dalloz 1964).

60 Law No. 537 of July 24, 1966, art. 177, in A. DALSACE, supra note 58. In a 1957 decision, the Court of Appeals of Paris upheld a provision limiting any shareholder to 30 votes, reasoning that the provision was designed to protect a company formed by small investors from coming under the control of capitalists motivated by speculative considerations. The court also held that a shareholder representing himself and others at a meeting could vote the sum of all the shares they would severally have been entitled to vote. 3 H. MOREAU, LA SOCIÉTÉ ANONYME § 272 (2d ed. Supp. 1955). 61 H. MOREAU, H. BRESSAC & O. MCCANDLESS, FRENCH CORPORATIONS 12 (1956).

Law of Sept. 6, 1965, § 134(1), [1965] BGB1. I 1120.

3 Id.

4 Law of July 21, 1960, § 2(1), [1960] BGB1. I 585. es Wall St. J., June 30, 1966, at 4, col. 4.

66 SCHWEIZERISCHES OBLIGATIONENRECHT art. 692 (Schulthess & Co. 1966). Prior to 1937, Swiss law limited any single shareholder to one-fifth of the votes represented at a meeting, and many companies have kept or adopted this provision, either because they liked it or did not notice the change in the statute. 2 G. BROSSET & C. SCHMIDT, GUIDE DES SOCIÉTÉS EN DROIT SUISSE 92 (1963). However, many other companies reportedly fix a maximum number of votes that any single shareholder may cast, or scale down the voting rights of large shareholders. P. BöсKLI, DAS AKTIENSTIMMRECHT UND SEINE AUSBUNG DURCH STELLVERTRETER 43-48 (1961).

67 SCHWEIZERISCHES OBLIGATIONENRECHT art. 691 (Schulthess & Co. 1966).

votes and that the restriction does not favor large shareholders over small shareholders, or (b) deviate from the rule of one vote per share in any other way, provided that no shareholder may cast more than six votes (three, if the corporation has fewer than 100 shares outstanding). A provision limiting each shareholder to six votes is apparently frequently found in the articles of large corporations.69

68

Denmark added a new section to its Companies Act in 1962, permitting a corporation, at a general meeting of stockholders, to adopt a provision that no shareholder may possess voting rights for more than a specified proportion of the voting shares.70 The provision must be approved by the holders of four-fifths of the outstanding voting shares; dissenters have the right to require the corporation to purchase their shares."

Brazil simply permits the articles to establish limitations on the number of votes of each shareholder, in derogation of the general rule of one vote per share.72

Japan, before World War II, authorized inclusion in the articles of a provision limiting the voting rights of stockholders having eleven or more shares; 73 this authorization disappeared in a 1950 amendment of the Commercial Code during the American occupation. The Italian pre-War code also scaled down the voting rights of holders of more than five shares; this restriction was eliminated in the 1942 code revision in favor of a rule of one vote per share.75

It has been suggested that a mandatory restriction such as that found in Argentina, Belgium, and Uruguay "scarcely works in practice, since the holder of a large number of shares will make a fictional transfer of them before the meeting." 76 This may well be true in Argentina or Belgium because the limits are so high, but a stockholder in a large Uruguayan corporation might be hard pressed to round up enough "fictional transferees" with a limit of six votes for each. The restrictions have also been criticized on the ground that large shareholders have the greatest interest in the prosperity of the company and that their opinions are more enlightened than those of small shareholders." The merits of this argument are considered in subsequent sections.

68 COMMERCIAL CODE art. 44b, in DUTCH CORPORATION LAW 19 (S. van der Meer transl. 1960).

69 SUCCURSALES ET FILIALES DANS LE MARCHÉ COMMUN 165 (Dalloz & Sirey 1963).

70 Act No. 225 of June 22, 1962, § 57a, in THE DANISH COMPANIES ACT, at App. (Supp. 1962). 71 Id.

72 Law No. 2627 of Sept. 26, 1940, art. 80, in COMMERCIAL LAWS OF BRAZIL 32 (Foreign Tax Law Ass'n 1965).

73 COMMERCIAL CODE art. 241, in CIVIL AFFAIRS HANDBOOK: JAPAN 28 (W. Sebald transl. 1945).

74 COMMERCIAL CODE art. 241, in CODE DE COMMERCE DU JAPON 78 (S. Komachiya ed. & transl. 1954). The amendments were reportedly made under pressure from the occupation forces to remodel Japanese corporation law to correspond to American law. CODE DE COMMERCE DU JAPON, supra at 14-18. Elimination of the possibility of restrictions on large shareholders has been characterized as a strengthening of voting rights "through the abolition of restrictions." Blakemore & Yazawa, Japanese Commercial Code Revisions, 2 AM. J. COMP. L. 12, 20 (1953).

75 1 V. RIVAROLA, supra note 51, at 150. See CODICE DI COMMERCIO art. 157 (2d ed. Barbérà 1893); COMMENTADO art. 2351 (Laporta & Tamburrino 1963).

76 de Sola Canizares, The Rights of Shareholders, 2 INT'L & COMP. L.Q. 564, 569 n.37 (1953).

771 V. RIVAROLA, supra note 51, at 152.

II

The Large Shareholder

A. Sales of Control

Fifteen years ago, the United States Court of Appeals

for the Second Circuit handed down its decision in Perlman v. Feldmann 18 and inaugurated a new era in discussion of the issue of sale of corporate control. The literature spawned by that decision and the succeeding elaboration of the problem by the same court in Essex Universal Corp. v. Yates 79 has been impressive not only in its bulk, but also in the stature of the gladiators who have entered the arena and the subtlety and elaboration of what they have written.80 80

Yet, having reviewed this vast outpouring, and having compared the latest contributions with the earliest, and the most recent court decisions, such as Jones v. H.F. Ahmanson & Co.,81 with Perlman itself, it is evident that we are no closer to the development of a useful rule or rules for the guidance of prospective buyers and sellers of control or even to an understanding of what the question is-than we were fifteen years ago.

The reason for this colossal failure, I suggest, is that the examination has been limited to a surface manifestation of a much more serious question about the structure of American corporation law, and that until that other question is exposed and analyzed, there can be neither a solution to, nor an understanding of, the problem of sale of control.

The problem has arisen in the context of a corporation whose stock is widely distributed but in which one person, or a small group of people, owns substantially more stock than anyone else. This is the so-called "control stock," and the problem arises when the owner of this stock sells it usually at a premium over the market price for small quantities of the same stock-and passes to the buyer the power to control the corporation.

The basic issue to which all the commentators have addressed themselves is what limitations should be placed on the right of the seller to pass control of the corporation in this manner without the participation or consent of the other shareholders. They have all recognized one dilemma that complicates their labors: any restriction on the right to transfer control must be cast in a form that also restricts the free transferability of the underlying shares, and the free transferability of shares is quite properly recognized as a desirable means to the optimum utilization of resources, an objective at least as important as ensuring that those in control of corporations respect the rights of all shareholders.

78 219 F.2d 173 (2d Cir.), cert. denied, 349 U.S. 952 (1955). 79 305 F.2d 572 (2d Cir. 1962).

80 E.g., Jennings, Trading in Corporate Control, 44 CALIF. L. REV. 1 (1956); Leech, Transactions in Corporate Control, 104 U. PA. L. REV. 725 (1956); Hill, The Sale of Controlling Shares, 70 HARV. L. REV. 986 (1957); Berle, "Control" in Corporate Law, 58 COLUM. L. REV. 1212 (1958); Berle, The Price of Power: Sale of Corporate Control, 50 CORNELL L.Q. 628 (1965); Andrews, The Stockholder's Right to Equal Opportunity in the Sale of Shares, 78 HARV. L. REV. 505 (1965); Javaras, Equal Opportunity in the Sale of Controlling Shares: A Reply to Professor Andrews, 32 U. CHI. L. REV. 420 (1965). A series of articles have been written on the subject by Father Bayne, all cited in Bayne, The Sale of Control Premium: The Disposition, 57 CALIF. L. REV. 615, 618 n.33 (1969).

811 Cal. 3d 93, 460 P.2d 464, 81 Cal. Rptr. 592 (1969), noted in 83 HARV. L. REV. 1904 (1970).

There is, however, another dilemma to which they have not turned their attention: the principal effect of any restriction that is imposed by law and respected by a prospective seller of control may be to prevent the transfer of control and leave it in the hands of the prospective seller. control lodged in someone who is willing to purchase it at Thus, the other stockholders are protected from having a premium by a rule that leaves it firmly lodged in someone who is willing to sell it at a premium. It is hard to detect a sufficient difference in righteousness or responsiveness to fiduciary duty between the buyer and seller in these situations to warrant an assumption that the other shareholders will thereafter be treated any worse by the foriner than by the latter.

The recognition of some limitation on the power of a controlling shareholder to transfer control by selling his shares must lead inevitably to the question whether there must not also be some corresponding limitation on his right to control the corporation by virtue of his ownership of the shares. To turn the question around, should the ownership of the shares, by itself, give him any right to control the corporation?

As far as management and control are concerned, there are two functionally different kinds of corporations— privately-owned corporations and publicly-owned corporations. The determination of the draftsmen of state corporation laws to force both kinds of corporations into the same statutory molds 82 is responsible for much of the inadequacy of "modern" corporation law. The privatelyowned corporation is one in which the entire equity interest is owned by people who are, or have been, actively involved in the conduct of the business, or are related by personal or business ties to people who are. The publiclyowned corporation is one in which some or all of the equity interest is owned by a substantial number of people who acquired it in the open market and have no other connection with the corporation and its business.

In which category do we place the corporation that has "public" shareholders but also has one or more large shareholders who participate actively in the selection of management and in fact control the selection process? It is clearly not the functional equivalent of a privately-owned corporation. Looking at it as a publicly-held corporation, the question becomes whether the owner of a substantial block of shares, whether a majority of the outstanding shares or not, should be entitled to control the corporation through the selection of its management.

Almost forty years ago, Berle and Means examined the problem of the divorce of ownership and control in the public corporation.83 The inquiry that has followed has concentrated on finding the most appropriate agency for controlling the power of the managers in the corporations whose scattered shareholders have demonstrated their incapacity for the task. This problem has not existed in those public corporations in which one concentrated holding of shares was sufficient to enable the holder to exercise ultimate control over the corporation's affairs. But there has been little analysis of whether this curc-or, rather, preventive-is more beneficial to the remaining share

82 This was prompted in large part, no doubt, by the desire of the managers of large corporations, for political reasons, to maintain their protective coloration of identification with small businessmen. 83 A. BERLE & G. MEANS, THE MODERN CORPORATION AND PRIVATE PROPERTY (1932).

holders than the ill of uncontrolled management discretion.84

In a corporation with no concentrated shareholdings, the most effective control over management that has been developed during the last thirty-five years is the requirement of disclosure disclosure of financial information, of transactions by insiders, of other types of information through which shareholders and others can measure management's performance against general standards of competence and integrity. To some extent, disclosure is a selfeffectuating control; many things are not done by corporate managements which would be done if they could be done without disclosure. But the requirement of disclosure gains strength from the sanctions available to those to whom the information is disclosed. Perhaps the most important sanction is the derivative suit to recover for the corporation the fruits of a manager's breach of his duty; Another is the threat that the management will be deposed by an insurgent if its performance does not measure up to the expected standards.

The first sanction is only effective where a legal standard has been violated; it does not reach any other "wrong" decisions. Where control of the corporation rests on a basis of one or a few large shareholdings, the second sanction is missing. The management supported by the holder of a majority, or near-majority, of the outstanding voting shares cannot be deposed no matter how far its performance falls below the standards expected by the other shareholders.

What justification is there for giving the man with thirty percent, or fifty-one percent, or even ninety-nine percent, of the voting shares, absolute power to choose the management that controls the corporation's affairs? If there is justification, it should be found either in the interests of the shareholders or in important interests relating to the allocation of resources in our society.

First, the interest of the controlling shareholder himself: his interest, as a shareholder, is presumably in seeing that the corporation is run to achieve maximum benefit for the shareholders, including himself. If he has thirty percent of the shares, and the remaining shareholders seventy percent, his total stake in the corporation is less than half as great as theirs. In this situation, it is hard to argue that taking away his right to choose the management would be

"[T]he possibility should be considered that the public may

be less in jeopardy from a large business enterprise run by an unpropertied professional management-one said not to be "accountable"-than from a large enterprise personally owned and operated by an individual or a small family group. To whom is such an individual or small family group "accountable"? It is perhaps unfair to recall that before World War II the managers of the basic industry of Germany and of Japan were directly "accountable" to their shareholders-the Krupps and the four Zaibatsu families. Manning, Corporate Power and Individual Freedom: Some General Analysis and Particular Observations, 55 Nw. U.L. REV. 38, 41 (1960) (emphasis in original). On the specific issue of management compensation, one study has concluded that companies not subject to control by large shareholders or by financial interests tend to give higher rewards to management than companies in which those controls are present. Washington, The Corporate Executive's Living Wage, 54 HARV. L. REV. 733, 761 (1941), discussed in 2 G. WASHINGTON & V. ROTHSCHILD, COMPENSATING THE CORPORATE EXECUTIVE 926 (3d ed. 1962). See also J. LIVINGSTON, THE AMERICAN STOCKHOLDER 226, 229 (1958). The presence of "outside" i.e., non-officer) directors on the board, however, does not seem to act as a control on management compensation, according to another study which found that median salaries of executives of companies with a majority of outside directors were higher than those in comparable companies in which a majority of the directors were also executives of the company. M. NEWCOMER, THE BIG BUSINESS EXECUTIVE 128 (1955).

an unfair deprivation. But what if he has fifty-one percent, and the remaining shareholders forty-nine percent? Here his stake is not only larger than that of any other single shareholder, but, in one sense, larger than all the others put together. He would argue that is it inequitable to permit those with a smaller aggregate stake in the corporation to override his views, simply because their holdings are scattered and his are concentrated.

There is undoubtedly surface appeal to the argument that logical application to business corporations of the putative common law rule of one vote per member will give to shareholders a vote for each share. Unfortunately, there is little more than that. Policy may argue for such a result, but logic cannot command it unless we accept the further proposition that the directors represent the shares rather than the shareholders. The members of a non-business corporation or other institutional constituency do not have equal votes because their interests are "equal." Their respective interests may be very different, and interests cannot be measured in the same way that votes are. They are accorded equality in voting under the fundamental principle that votes are decisions, decisions are made by people, and one person's decision should not be given greater weight than another's unless some important reason of policy supports the distinction.85 In business corporations, a method of allocating interests in profit and loss happens to have an analogue in voting procedure that has the twin advantages of being simple and precise in application and being congenial to the interests of those who set up such corporations. It is inherently no more logical than making voting rights in school district elections proportional to the school taxes paid by the voters or the numbers of their children enrolled in the school system.86

The situation of the shareholder who has ninety-nine from the preceding example. However, where the perpercent of the outstanding shares differs only in degree centage of shares held by the scattered shareholders falls below a certain point-which could be five percent or 10 percent there should obviously be a method by which the major shareholder could convert the corporation from public to private status and buy out the interests of the scattered shareholders subject to procedural safeguards like those now used in appraisal proceedings. 8

87

The second interest that may be thought to justify control by the large shareholder is the interest of the scattered shareholders themselves. This could rest on either (or both) of two theories.

First, because the large shareholder has a large investment, he will devote more time and care to it, and his judgment as to what will most benefit all the shareholders will be better than the collective, but uncollected, wisdom of his scattered brethren. It is hard to know how much weight to give to this argument. The large shareholder will almost certainly have better access to information about how the company is being managed, but unfortunately there are many opportunities and incentives for him to use that information for his own personal advantage rather than for the common benefit of all the shareholders or of all the people interested in the company's operation. The number of cases in which large shareholders are alleged 85 See text accompanying notes 139-156 infra. 86 See text accompanying notes 148-156 infra.

87 The conversion can be effected without even a vote of shareholders in many states by use of a "short-form" merger. E.g., DEL. CODE ANN. tit. 8, § 253 (Supp. 1968); N. Y. Bus. CORP. LAW § 905 (McKinney 1963). Occasionally a large publicly-held company is restored to private ownership, as was the George A. Fuller Company in 1965. N. Y. Times, June 8, 1965, at 59, col. 3.