what's in the news

David Cameron’s announcements last week about some of the immediate priorities for the UK’s forces in Afghanistan have been taken to suggest a shift in government attitudes. Pundits are saying there seems to be an increased focus on how to plot the exit, but in the meantime also on protecting those still operating there, for example with increased resources going towards countering the improvised explosive device (IED) risk.

Significant risks remain for the foreseeable future in both Iraq (where UK forces are now substantially but not entirely withdrawn) and Afghanistan for not only the armed forces, but also the many companies that have personnel based there. That risk can take a number of forms and it is important that those companies understand the legal environment (in the widest sense) they are operating in. Failure to do so can lead to significant corporate damage, including massive loss of reputation.

Those UK companies in the defence and security sphere seeking to export goods or supply services to a conflict zone such as Afghanistan or to embargoed destination countries will first have to ensure compliance with both an extensive UK export control regime and any local import regulations. This process must be considered well in advance of a base being established in the end country as part of the company’s contract negotiation and logistical planning processes. Companies should find themselves building a close working relationship with the UK Government’s Export Control Organisation (ECO) which regulates and oversees the licensing regime for such trade activities. Additionally, there may be the American dimension to consider. Even products which merely include components of US origin may also be subject to the strict US export regulatory regime which can have an extra-territorial reach.

Even where a company is supplying hardware or technology which has an ostensibly non-military purpose but which may have alternative military uses (known as “dual use”) it will have to ensure it is familiar with the UK Strategic Export Control Lists and that its products are properly licensed for export. The classic historical example of the risks in this area came with the Iraq “supergun” affair. Certain UK companies were drawn into the supply of massive steel castings to Iraq for “petrochemical plants”, in circumstances where the security agencies were convinced that they were part of a plan to build “superguns” by Saddam Hussein’s regime.

Much more recently, BAe Systems’ acceptance earlier this year of liability in the UK and USA in connection with long-running investigations by the authorities over, among other matters, the Tanzanian military air traffic control system, is evidence of the extent to which the political focus on high value sales within the defence sector has the potential to embroil a company in harmful publicity and reputational damage. This is the highest profile example of a wider picture. Every company operating in territories where there is the potential for corruption and bad governance in the corporate or government spheres needs to put in place training and systems that ensure their representatives, agents or indeed third parties acting on behalf of the company operate by the highest standards.

This is especially brought into focus in the UK by the offences created under the Bribery Act 2010, expected to come into force later this year, which makes a company responsible for the bribery related acts of its employees, agents or associated third parties unless it can demonstrate a defence by showing that it had adequate systems in place to prevent bribery. Leaving aside the actual liability under the Act, failure to have those adequate systems may well lead to a major corporate loss of reputation.

Employment related duties are another area for companies to consider. Working in the defence and security sectors, a company’s personnel may frequently be sent to an environment which presents risks to their personal safety. Companies need to understand their duty of care to their employees and the extent to which they need to provide training and support to prepare for those circumstances. It may not be sufficient that an individual signs up knowing they are going to be working in a war zone and are receiving an element of enhanced pay and benefits in return, if the circumstances in which that work is then carried out fail to provide a reasonable level of protection from harm in that context.

So, the significant extent of UK corporate presence in the defence and security industries often brings with it extended risks. Those risks should be carefully managed to avoid equally extended liabilities.

Andrew Peddie – Partner

+44 (0) 118 957 0321 – apeddie@pitmans.com

Jonathan Durrant – Director

+44 (0) 118 957 0270 – jdurrant@pitmans.com

Why is action needed?

A hitherto obscure provision in the Pensions Act 2004 (section 251) means that surplus held in a pension scheme cannot be repaid to an employer unless the trustees have made a resolution under that section. Most importantly, such resolution must be passed before 6 April 2011. After that date, the power to pay surplus from the scheme to an employer may be lost. Three months’ notice of such a resolution needs to be given to members – therefore the deadline for action is effectively 5 January 2011.

Are surpluses still relevant?

Although many schemes are in deficit at the moment, it is impossible to predict funding levels in the future. Schemes were in surplus less than 15 years ago and the longevity of pension liabilities means that schemes could return to surplus in future years. Lack of a power to repay surplus could leave assets locked in a pension scheme.

More immediate reasons for retaining the power

The employer bears the main risk of funding. Trustees are keen for the employer to fund the pension scheme to as high a level as possible in order to maintain the security of members’ pensions. The employer might be discouraged from funding the scheme to a high level (even if it can) when there is no ability to reclaim surplus once pensions are fully funded.

There is also an accounting reason. Under International Accounting Standards (IAS19), a power to repay surplus (even where repayment is not envisaged) may have a significant effect on the reporting of pension assets in the sponsoring employer’s balance sheet. If no repayment is allowed, the asset that can be shown on the balance sheet may be limited, even where the scheme is over 100% funded on the IAS19 basis.

Which schemes are affected?

Section 251 applies to any scheme that, as at 5 April 2006:

• contained a power to make payments from scheme funds to the employer;

• was subject to Inland Revenue limits on the amount of surplus that could be held in the scheme (in general, the limits applied to all tax exempt approved schemes; and

• at that date was not winding up.

What about schemes where a power to repay surplus was added after 5 April 2006?

For example, no power may have existed at 5 April 2006, but a power may have been added during a consolidation of the trust deed and rules after A Day. On the face of it, section 251 does not apply to such schemes. However, for the avoidance of doubt, we would recommend that trustees still consider taking action as below to retain the power to repay surplus.

What about schemes that commenced winding-up after 5 April 2006?

On the face of it, section 251 applies since these schemes were not winding up on 5 April 2006. Again, for the avoidance of doubt, we would recommend that trustees still consider taking action as below to preserve the power to repay surplus.

Action by the trustees now

1. Undertake legal review of the scheme rules to check whether they contain a power to repay surplus and whether section 251 applies.

2. Consider whether to pass a resolution retaining power to repay surplus.

Notes:

• The trustees must be satisfied that the resolution is in the interests of the members.

• A resolution under section 251 is not a decision to repay surplus – it just enables a decision to repay surplus to be made at a later date.

• The trustees may specify circumstances and conditions which must be met before a power to refund surplus may be exercised.

• Any decision to repay surplus must be made by the trustees regardless of what is said in the scheme rules. A refund may only be made if the scheme is fully funded on the buy-out basis.

3. Before exercising their power to make a resolution under section 251, trustees must give three months’ written notice to the employer and the members. The requirement is merely to notify members, not to ask for their views as part of a consultation exercise. This means the last date for giving notice is 5 January 2011.

How Pitmans can help

Pitmans can carry out the necessary legal review and draft a suitable notice (for issue by 5 January 2011) and resolution (for passing before 5 April 2011). We can also advise trustees on whether it is reasonable and appropriate for them to act under section 251.

David Hosford
Partner
T: + 44 (0) 118 957 0363
E: dhosford@pitmans.com

Symon Rowley
Director
T: + 44 (0) 118 957 0301
E: srowley@pitmans.com

Rosamund Lee
Solicitor
T: + 44 (0) 118 957 0261
E: rlee@pitmans.com

For an outsider listening to the news and seeing the state of the current UK economic climate, strikes, wage freezes, redundancies, the number of businesses failing combined with big PLCs posting record losses it would be reasonable to assume that IPs are extremely busy. However it is fair to say that whilst IPs have seen an overall increase in work in 2010, it has not been of the type or volume that everyone had expected.

Figures from the Insolvency Service show that corporate insolvencies for the first quarter of 2010 have decreased. Liquidations (compulsory and creditors’ voluntary liquidations) have decreased 8.4% on the previous quarter. However, in stark contrast, individual insolvencies have increased 17.9% on the same period a year ago. There were 35,682 individual insolvencies in England and Wales in the first quarter of 2010 comprised of bankruptcies, IVAs and Debt Relief Orders. Interestingly, whilst bankruptcies are down 10.7% on the corresponding quarter of the previous year, the number of IVAs has increased by 20.1%. These figures suggest that IVA’s remain attractive to trading individuals or to those who perceive that an adverse stigma still attaches to bankruptcy.

HMRC’s “time to pay” scheme has no doubt eased cash flow problems and reduced and/or delayed the number of liquidations. However, HMRC is now clamping down on both: (i) those eligible to take advantage of the scheme; and (ii) the amount of time it will allow businesses to defer payment. At some point, HMRC will seek to enforce the recovery of outstanding sums owed from businesses who have deferred payment in previous years, which can only lead to an increase in corporate insolvencies.

In a recent announcement, Chancellor George Osborne has outlined plans to cut government spending by £6.2 billion in an effort to reduce the budget deficit. This will put greater financial pressure on those businesses in sectors that rely on government contracts as a source of revenue.

Perhaps unsurprisingly, given the current economic climate and the cash flow pressure on business operations, the number of frauds and antecedent insolvency transactions perpetrated by companies and individuals designed to shield assets from creditors or to avoid paying them at all appears to be on the increase.

Some recent examples:

Kevin Ashley Goldfarb (liquidator of Overnight Ltd) -v- Arthur James Higgins, Andrea Charalambous Andreou (AKA Andy Charalambous and or/ Andreas Charalambous), Lofti Chareb (AKA Lofticharatac Chareb) [2010] EWHC 613 (Ch)

This case concerned a VAT fraud. The company purchased and imported computer equipment from Germany. No VAT was payable on the purchase of the equipment as Germany is a member of the EU. However, the company sold the goods in the UK and added on VAT which it did not declare to HMRC. By the time the fraud was discovered the proceeds from the fraud had been removed from the company leaving it unable to pay its VAT liability to HMRC.

The company did not operate a bank account in its own name, but used an account operated solely by and in the name of the company secretary (Mr Higgins).

Overnight Limited was wound up with HMRC as the sole creditor. Following appointment, the liquidator made an application pursuant to s213 Insolvency Act 1986 (“IA 1986”) (fraudulent trading) for a declaration from the Court that, as a result of their fraud, the respondents were personally liable to make a contribution to the insolvent company’s assets. The respondents were Mr Higgins (company secretary), Mr Charalambous (sole director) and Mr Chareb (a business associate of the other two) who was involved in the running/management of the company.

The Judge held that, as the company would have made a loss without the fraudulent VAT element, it was clear that the company had been carried on with the “intent to defraud creditors of the company” or for “any fraudulent purpose.” Consequently, s213 IA 1986 applied.

The Judge decided on the facts before him that Mr Higgins and Mr Charalambous were “… persons who were knowingly parties to the carrying on of the business…” with an intention to defraud creditors or for a fraudulent purpose and were consequently: “…liable to make such contributions (if any) to the company’s assets as the Court thinks proper” (s213(2) IA 1986). The Judge stated that the case against Mr Chareb (who had not submitted a defence) was unclear and no decision could be made on the evidence before the Court as to his liability (if any) to contribute to the company’s assets.

In apportioning liability and the level of each of the respondents contribution, the Judge referred to the case of Re Continental Assurance Co [2001] BPIR 733 (a case concerning s214 IA 1986 (wrongful trading)). In Re Continental it was held that where several respondents of a company are liable to contribute sums personally, it is the duty of the Court to determine how much each respondent should contribute, rather than automatically start from the position that the respondents should be jointly and severally liable for such sums.

The Judge noted that: “…it would be surprising if the 1986 Act sought to prescribe a different approach in a fraudulent trading case…from that in a wrongful trading case…”. Therefore, whilst both respondents could be jointly and severally liable for the sums owed to HMRC, it was appropriate in this case for there to be a separate assessment of the contribution to be made by each respondent.

On the facts, Mr Charamalbous had received only £500 a week whilst Mr Higgins, who was in control of the company bank account, was paying himself significant sums far in excess of that received by Mr Charamalbous. It was proper, therefore, for Mr Higgins to be liable to contribute to the company’s assets the full amount of the sums owed to HMRC. The contribution from Mr Charamalbous was on a joint and several basis for 50% of that loss. No explanation was provided by the Court as to why the level of contributions for both parties was as set out above!

Stoneham -v- Ramratten (Chancery Division, 5 May 2010 (unreported))

Prior to his second bankruptcy Mr Ramratten had sold a property registered in his name and, using some of the proceeds from that sale, bought another property which he proceeded to register in his name. Subsequently, Mr Ramratten then transferred the property into his wife’s sole name. Mr Ramratten alleged that this subsequent transfer to his wife was made because he had mistakenly registered the property in his name when it was always intended that it should be registered in his wife’s name.

Mr Ramratten was made bankrupt for a second time and following his appointment Mr Ramratten’s trustee in bankruptcy wrote to Mr Ramratten’s wife stating that the transaction should be set aside pursuant to s339 IA 1986 as an undervalue. However, Mr Ramratten’s trustee did not pursue this avenue further, but instead waited for a number of years before making an application to the Court to have the transfer set aside as an undervalue.

Upon receipt of the application, the Registrar exercised his discretion and, whilst concluding that the transaction was at an undervalue, he refused to grant any relief to the trustee due to the amount of time the trustee had allowed to elapse before he brought the application. The Registrar stated that if the relief sought was now granted it would unfairly prejudice the bankrupt.

The trustee appealed the decision of the Registrar. The appeal was allowed on the basis that once the Registrar had decided that there was an undervalue, delay was not a factor that should have been taken into account when the Court was exercising its discretion and the relief sought under s339 IA 1986 should have been granted. It is worth noting that the application had been brought by the trustee within the statutory time limit of 12 years.

Delaney -v- Chen [2010] EWHC 6 (Ch)

An appeal was made by Delaney following the Court’s decision that the sale and leaseback of a property he had purchased from the sellers at a price substantially lower than the unencumbered freehold value amounted to a transaction designed to defraud creditors pursuant to s423 IA 1986.

By way of background, Delaney purchased the property from the sellers for £210,000 some £65,000 lower than the stated unencumbered freehold value of £275,000. The parties intended that whilst Delaney purchased the property from the seller, the seller would continue to live at the property and following the transfer the parties had agreed that the seller would be granted a 21 year tenancy. The tenancy was stated to be exclusive to the seller and non-assignable. It was noted by Judge Purle QC that such sale and leaseback transactions are becoming more and more prevalent as it permits the original owner to release equity from the property without having to move house.

Chen argued that the primary purpose of the transaction was to defraud creditors by permitting the sellers to put assets beyond the reach of creditors, of which Chen was one. Chen stated that the transaction was made at an undervalue pursuant to s423 IA 1986 and the Court (if it was satisfied that that there had been a transaction at an undervalue) had the discretion to restore the position to how it would have been if the transaction had not been entered into. In order to set aside the transaction, the Court had to be satisfied that the transaction was entered into for the purpose: “of putting assets beyond the reach of a person who is making, or may at some time make, a claim against him; or of otherwise prejudicing the interests of such a person in relation to the claim which he is making or may make” (S423(3) (a) and (b) IA 1986).

At first instance, the Court held that the sale was a transaction at an undervalue made with the requisite purpose as prescribed in s423 IA 1986. The Judge ruled that there had been an undervalue of £65,000 and accordingly the transaction was void and was to be set aside with the property being transferred back to the sellers.

On appeal, the Court ordered that on a sale and leaseback transaction such as this the purchaser did not acquire an unencumbered freehold, but bought the property subject to (in this case) a 21 year tenancy. The purchaser only acquired the freehold reversion. The lower Court should therefore have looked at the value of the freehold reversion and not the value of the unencumbered property.

Evidence indicated that the freehold reversion was worth no more than £210,000, and may have been worth a lot less. Judge Purle QC accepted that: “…on my finding… £210,000 was a fair price for the reversion.” However, Chen argued that up until the point of sale, the seller had an unencumbered freehold and until the tenancy agreement had been made it could have been sold to anyone at its full unencumbered value of £275,000. As it was only sold for £210,000 there was clearly an undervalue. Judge Purle QC noted that had the sellers sold the property to Delaney for £275,000 and then entered into a 21 year lease of another property, paying a premium of £65,000, then the sale to Delaney would not have been an undervalue. Judge Purle QC went on to say that the premium element would be no different in principle from part payment in advance for any other services such as hotel accommodation: “The result can be no different in the case, as here, of a sale and leaseback where the premium value of the tenancy made up for any shortfall in the purchase price. In those circumstances, the sale at £210,000 was (on the present example) the equivalent of a sale at £275,000, with a leaseback at a premium of £65,000”. On these facts, the £65,000 premium value of the tenancy made up for any discount there may have been in the price paid by Delaney.

The Court concluded by stating that, in this case, the legal burden of proving any undervalue was on Chen and in order to do this Chen had to show that the tenancy granted to the sellers had a premium value of less than £65,000. No such evidence was provided. Accordingly, the appeal was allowed. On the evidence, s423 IA 1986 did not apply to this transaction.

Summary

If you have concerns or queries about any of the issues dealt with in this update or on any insolvency and/or restructuring related matter please contact either Suzanne Brooker, Adrian Wilmot or the person within the Insolvency & Restructuring team with whom you usually deal and we will be happy to provide you with advice and assistance.

Suzanne Brooker
Head of Insolvency & Restructuring
T: + 44 (0) 118 957 0516
E: sbrooker@pitmans.com

Adrian Wilmot
Solicitor
T: + 44 (0) 118 957 0595
E: awilmot@pitmans.com

Since January this year we have been waiting and wondering (a) whether EDS (or HP as it is now) would appeal against the award of interim damages (some £200 million) in favour of BSkyB for a fraudulent misrepresentation made by EDS when supplying a failed CRM system and (b) what the final award might be. Well now we know. HP has decided not to appeal and has agreed to pay BSkyB final damages, including legal costs, of £318 million.

So that’s it, the case is now closed with ‘full and final settlement’. No doubt both parties will be pleased to finally put this matter behind them, but it’s an awfully large amount of money that is being paid, even for a global company as big as HP. To put that into some perspective, that’s about one sixth of HP’s second quarter operating profit but still considerably less than the £700 million which BSkyB had originally been claiming.

Even so, it’s a large sum for what in effect were some rather extravagant (and ultimately fraudulent) promises by a salesperson. There’s obviously a fine line between what may be regarded as mere ‘sales puff’ and what is said fraudulently to induce a customer to enter into a contract. Getting on the wrong side of that line, particularly in the context of a complex IT system, can be an expensive business.

I am assuming that HP knew the extent of this potential liability when it acquired EDS in 2008 but it just goes to show what can happen when there is no applicable cap for liability in an IT contract of this nature. If the misrepresentation had not been fraudulent, then the liability would have been capped at the figure of £35 million stated in the contract. That cap was blown away because the misrepresentation was found to be a fraudulent one: you may recall that the main EDS salesperson lied about how he had obtained his MBA and was rather rumbled when the barrister’s dog, Lulu, acquired a degree from the same university (and got a better grade!).

This now represents closure on a case that has been running for the last ten years or so. Clearly there are lessons to be learned from the case (and these have been well documented elsewhere) but the IT industry of today is very different from the way it was ten years ago. The procurement of IT systems is now much more sophisticated and for suppliers such as HP there are now many more controls in place for the selling and contracting teams. All of which should ensure that liability on such a scale really should be a thing of the past.

Andrew Priest

With the World Cup in South Africa about to get under way, I couldn’t help wondering what this might mean for the retail sector as it looks to increase levels of sales in these troubled economic times.

No doubt many retailers will be hoping that the celebration of our ‘beautiful game’ will result in a significant increase in sales for a whole range of football related clothing and merchandise, not to mention food and drink. Electrical retailers are likely to do well as people take this opportunity to buy new televisions (it is, after all, the first World Cup to be broadcast in high definition). And if the weather stays good, I’m sure that sales of barbecues are likely to increase significantly.

But it’s not just the more obvious items which seem to be selling out fast. I see that B&Q has said that it has almost sold out of a garden gnome dressed in the England team kit ahead of the start of the tournament this week. It is also selling garden furniture and equipment stamped with the England flag.

And then there are those people who have little or no interest in the World Cup (really?) who may be tempted to participate in some retail therapy of their own, a chance to make the most of less crowded high street stores whilst the rest of us consume or make use of our recent retail purchases sitting in front of the television.

All in all, I can only see the World Cup being a good thing for the retail sector and at least contributing to the levels of cautious optimism that seem to exist for many retailers at the moment. Certainly there seems to be a view amongst many retailers that good (or at least better) times are just around the corner and the World Cup will no doubt help to maintain that perspective.

But let’s be clear. I’m not for a moment suggesting that the World Cup should be seen as a solution for improving the medium to long term prospects for the retail sector. Most companies in the retail sector will by now have addressed the ‘cost issues’ side of the business. A lot of them will now need to focus more on strategic issues, addressing such issues as ‘are we selling the right products to the right customers’ and ‘in which markets/locations should we be selling’? Walmart, for example, is actively looking at increasing international sales in countries such as Chile and Brazil and is still trying to find a way to enter the Russian market (last month it was reported to be in talks to acquire an existing retailer there). It’s maybe a coincidence that Chile and Brazil have teams in the World Cup but Russia does not!

The World Cup may well help the retail sector in the short term but in the longer term I still think that the fortunes of the retail sector are going to remain closely correlated with the general economic climate. So in other words, let’s hope that England win the World Cup and that the new coalition government doesn’t take too long before it gets our fragile economy onto a more assured footing. Anything else will be a bitter pill to swallow.

Andrew Priest

4 years in the waiting but the World Cup will finally start on Friday 11 June 2010. 64 games and 96 hours of football with 23 games taking place during traditional office hours. Will you be prepared for the “beautiful game” when it arrives?

The ACAS advice is similar to that which Fabio Capello will be giving the England team – “use teamwork to get the best out of each other”. ACAS also advises that finding compromises will keep everyone happy.

Your game plan can include the following:

1. Flexibility – You could offer, on a temporary basis, flexible hours in starting and finishing the working day or allowing longer lunch breaks. Employees could work alternative hours to make up for the time spent watching the matches or swap shifts.

2. Communication – By communicating before the start of the World Cup on how you will manage leave and working hours means that you can work collaboratively with your employees.

3. Behaviour – Set clear expectations as to what you require from your employees in terms of attendance and performance during the World Cup. Make it clear to them that it would be unacceptable to take time off sick to watch matches or recover from the previous evening, and that it is not acceptable to consume alcohol either on or off the premises during a match in working hours. Unauthorised absences should be dealt with according to your normal disciplinary procedures.

4. Honesty – If it is not possible to accommodate changes to the working practices then clarify this at an early stage.

5. Fair Play – You will need to be fair in the way you respond to requests for time off and avoid favouritism.

6. Opportunity – If you decide to maximise the internal marketing opportunity and offer special screenings or events to employees in your office then do consider the licences that you will require:

(i) A TV licence which can be obtained through the TV Licensing website (also generally required for broadcasts watched online).

(ii) A Performing Rights Society (PRS) Licence which can be obtained from the PRS hotline on 0800 068 4828.

(iii) A Phonographic Performance Licence (PPL) from Phonographic Performance Limited which can be obtained from the PPL hotline on 0207 534 1070.

Please do not hesitate to contact the Employment Team at any time for further advice.

Oh dear! Ever since the court ruled in favour of St Albans City and D.C. that ICL’s standard terms were unreasonable, IT lawyers have been agonising over exclusion and limitation of liability clauses.

A few years later, and a few miles further south, in Watford Electronics the Court of Appeal tipped the balance back in favour of suppliers in B2B contracts.

However, somewhere on the journey around London from Watford the court seems to have got lost near Hounslow. In a recent decision from the Technology and Construction Court (Kingsway Hall Hotel v Red Sky IT (Hounslow) Ltd) a set of fairly standard exclusion and limitation clauses have been ruled to be ineffective in protecting the supplier against a claim by a customer.

Admittedly, the software had been found to be fundamentally defective in a number of respects and presumably the judge was determined in the light of his findings to see justice done. However, the decision itself raises more questions than answers.

The regime which applies to clauses excluding and limiting liability is, in essence, that in a standard form B2B contract they must satisfy the test of reasonableness under the Unfair Contract Terms Act 1977. In Watford Electronics, a case with some similarities, the court’s approach was that it should not interfere where experienced businessmen representing companies of equal bargaining power negotiate an agreement. In Red Sky, the judge found that there was not equal bargaining power but did not attempt to explain why. He found the exclusion of implied terms to be unreasonable but failed to comment on why Red Sky could not exclude liability under those terms or limit it to four times the price (a pretty reasonable multiple in my experience). The Judge also based his decision on pre-contractual representations but failed to comment on the effect of the “entire agreement” clause although these have recently been approved by the Court of Appeal in a case called Springwell.

So, what can we learn from this case? Not much, I suspect, apart from the salutary lesson that predicting the outcome of court cases is a risky business. Suppliers should look again at their terms and conditions to ensure that they fit with their sales processes, a factor which was an important part of the judge’s reasoning. And dissatisfied customers will point to this case when claiming compensation to show suppliers that it is dangerous to hide behind such clauses.

Of course, we don’t know yet whether Red Sky will appeal and give the Court of Appeal the chance to turn back to Watford!

Tim Clark
June 2010