Norman T. Sheehan Pro., Han-Up Park Pro., Richard C. Powers Pro., Sarah Keyes CEO
{"title":"Overseeing the dynamic materiality of ESG risks: The board's role","authors":"Norman T. Sheehan Pro., Han-Up Park Pro., Richard C. Powers Pro., Sarah Keyes CEO","doi":"10.1111/jacf.12551","DOIUrl":"10.1111/jacf.12551","url":null,"abstract":"","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"35 2","pages":"52-57"},"PeriodicalIF":0.9,"publicationDate":"2023-05-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"45475168","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Does board independence matter in companies with a controlling shareholder?","authors":"Jay Dahya, Orlin Dimitrov, John J. McConnell","doi":"10.1111/jacf.12543","DOIUrl":"https://doi.org/10.1111/jacf.12543","url":null,"abstract":"<p>Studies have reported valuation discounts for publicly traded companies based in countries that provide weak legal protection for minority shareholders.1 Such discounts are often attributed to the ability of controlling shareholders to extract “private benefits” that come at the expense of minority shareholders. Without sufficient legal deterrents, controlling shareholders have both the incentive and the ability to transfer corporate resources to themselves for personal consumption or gain. These transfers take a number of forms, including related-party “tunneling” transactions as well as corporate perks and, in some cases, outright theft.</p><p>But under certain circumstances—notably, when their companies want to raise capital by selling shares—the controlling shareholders may face a stronger incentive to reduce this value discount by providing credible commitments to outside investors to forgo this diversion of corporate resources. Various commitment mechanisms have been proposed in the literature, including cross-listing on U.S. exchanges as well as general improvements in overall corporate governance systems.2 But another possible solution is more effective oversight of controlling shareholders by corporate boards.</p><p>We recently published a study that investigated the effects of appointing more independent directors on the value discounts of companies controlled by a dominant shareholder.3 Using biographical data on nearly 8000 directors of 799 closely held companies in 22 countries, we found a significant positive correlation between corporate value and the fraction of the board made up of independent directors. Moreover, we found this relation to be especially pronounced in countries that afford investors weak legal protection—countries where controlling shareholders presumably have then greatest opportunity to increase corporate values by submitting to greater oversight.</p><p>Thus, the findings of our study are consistent with the possibility that the appointment of directors with no ties to the controlling shareholder can be a powerful mechanism to reduce the threat of resource diversion and transfer of value from minority shareholders. But how reliable is this interpretation, given that the same controlling shareholders that have the power to appoint the board members also have the power—perhaps if they do too good a job—to dismiss them?</p><p>To address this issue, we performed several additional tests designed to detect the ability of independent directors to monitor the actions of the controlling shareholder. One such test revealed that 71% of independent directors in our sample sat on multiple corporate boards. We reasoned that multiple appointments are more likely to be a proxy for “reputational capital,” and that directors with multiple appointments should be less willing to jeopardize those reputations by proving to be ineffective monitors. As a second check on whether independent directors help reduce the threat of transf","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"35 1","pages":"72-82"},"PeriodicalIF":0.9,"publicationDate":"2023-04-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/jacf.12543","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"50155665","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Kenneth A. Carow, Gayle R. Erwin, John J. McConnell
{"title":"A survey of US corporate financing innovations: 1970–1997","authors":"Kenneth A. Carow, Gayle R. Erwin, John J. McConnell","doi":"10.1111/jacf.12542","DOIUrl":"https://doi.org/10.1111/jacf.12542","url":null,"abstract":"<p>An appropriate subtitle for this article might well be “The Evolution Lives! Long Live the Evolution!” Previous articles in this journal have described innovations in financial security design and the forces that give rise to such innovations.1 In this article, we expand upon and update those articles by documenting changes over the past 30 years in the way US public corporations finance themselves both in public and private security markets.2</p><p>The past articles have focused mainly on innovations in the kinds of securities issued. But major changes have also occurred in the <i>way</i> securities are issued, and in the national markets <i>where</i> they are issued. Traditional registered offerings have been partly displaced by shelf registered offerings and Rule 144A private offerings. And once exclusively domestic US offerings are increasingly being supplemented by foreign market offerings by US companies, and by simultaneously domestic and foreign offerings. In the research summarized in this article, we tracked not only the kinds of securities (both by number and by dollar amount) issued each year by US public companies between 1970 and 1997, but also their method of issuance and the locale of the offerings.</p><p>In a 1992 article in this journal entitled “An Overview of Corporate Securities Innovation,” John Finnerty traced innovations (through the first half of 1991) in the design of securities issued by US corporations by identifying the year in which the design first appeared.3 Our study extends that article's findings in two ways: (1) by updating developments in the design of corporate securities through the end of 1997 and (2) by presenting an annual time series of security issues classified according to the design of the security from 1970 through 1997.</p><p>Our updating of new developments in security design provides clear evidence that the pace of innovation in securities design has not slackened. For example, whereas Finnerty identified 40 types of securities that were first issued by US companies in the 1980s,4 our study found 34 kinds that were first issued during the first eight years of the 1990s.5 Among these securities were equity indexed bonds, commodity indexed preferred stock, convertible exchangeable notes, and dividend enhanced convertible securities.</p><p>Our study also attempted to identify which innovations have prospered over time and which have languished or even disappeared. For example, the first non-convertible floating rate note (FRN) was issued in 1974. The use of FRNs increased steadily throughout the next 24 years and, in 1997 alone, US public companies issued 1411 FRNs with an aggregate face value of $139.8 billion. By contrast, after the first convertible adjustable rate bond (CARB) came to market in 1981, 10 additional CARBs were issued during the remainder of the 1980s, and none have been issued since. Our findings suggest that financial innovation is a trial and error process in which “failure is","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"35 1","pages":"55-71"},"PeriodicalIF":0.9,"publicationDate":"2023-04-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/jacf.12542","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"50117740","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"CEOs, abandoned acquisitions, and the media","authors":"Baixiao Liu, John J. McConnell","doi":"10.1111/jacf.12545","DOIUrl":"https://doi.org/10.1111/jacf.12545","url":null,"abstract":"<p>Do the media play a role in corporate governance and, if so, how? Those questions are broad and their answers have broad implications. This is especially so in countries such as the U.S. that are characterized by a free and vigorous business press. By corporate governance, we mean the traditional role of corporate governance in monitoring corporate management to ensure that top managers act in shareholders’ interests. So the questions are whether this active media coverage plays a role in guiding corporate managers to act in shareholders’ interests and, if so, how do they do it.</p><p>Academic studies have proposed that the media can play such a role by influencing the value of top managers’ reputational capital.1 In this framework, a manager's reputational capital is viewed as the present value of his future wages and employment opportunities.2 The media are said to affect such values by reporting on managers’ actions and by shaping perceptions of those actions. And to the extent that they influence managers’ reputational capital, the media can play a role in guiding managers’ actions. Whether they do so—and whether they do so in ways that are in shareholders’ interests—are open questions. We address those questions in one specific set of circumstances: namely, when would-be acquirers are considering whether to carry out or abandon acquisition attempts that the market perceives as “value-reducing.”</p><p>Several prior studies have reported that would-be acquirers are significantly more likely to abandon takeover attempts when the market responds to the announcement of the proposed acquisition with a downward revision of the potential acquirer's stock price. A common interpretation of this finding is that “managers listen to the market.” But this begs the question: why do managers listen to the market?</p><p>Our answer to that question is that acquirers’ top managers—their CEOs—have two sets of skin in the game. First, and perhaps obviously, the CEO owns stock in the acquiring company. Call this his financial capital. To the extent that cancellation of a proposed “value-reducing” takeover results in recovery of the announcement period stock price decline and the CEO owns shares in the company, the CEO stands to gain from that price recovery.</p><p>Second, we propose that the CEO stands to gain from the recovery of his personal reputational capital that may also have been diminished as a result of the market's perception that the announced takeover attempt is value-destroying. The media influence the CEO's reputational capital by interpreting and disseminating information about the CEO's acquisition decisions. The worse the tone of the media coverage and the broader its dissemination, the greater the negative impact on the CEO's reputational capital. To the extent that the CEO's reputational capital has been diminished by media coverage of the takeover attempt, abandonment of that attempt may be associated with a recovery of that loss.</p><p>Th","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"35 1","pages":"83-90"},"PeriodicalIF":0.9,"publicationDate":"2023-04-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/jacf.12545","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"50146496","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Stewart Myers, John McConnell, Alice Peterson, Dennis Soter, Joel Stern
{"title":"Vanderbilt university roundtable on the capital structure puzzle","authors":"Stewart Myers, John McConnell, Alice Peterson, Dennis Soter, Joel Stern","doi":"10.1111/jacf.12539","DOIUrl":"https://doi.org/10.1111/jacf.12539","url":null,"abstract":"<p>April 2, 1998 Nashville, Tennessee</p><p>JOEL STERN: Good afternoon. I'm Joel Stern, managing partner of Stern Stewart & Co., and, on behalf of our hosts here at Vanderbilt's Owen Graduate School of Management, I want to welcome you all to this discussion of corporate capital structure. Before getting into our subject matter, let me take a moment to thank Hans Stoll for organizing this conference on “Financial Markets and the Corporation.” I also want to take this opportunity to salute Professor Martin Weingartner—in whose honor this conference is being held—at the conclusion of a long and productive career. Marty's contributions to the field of corporate finance are many and considerable; and, though he may be stepping down from his formal position, we expect to continue to hear from him for many more years.</p><p>The subject of today's meeting is corporate capital structure: Does capital structure matter? And, if so, how and why does it matter? Although these questions have been seriously debated in the academic finance profession for almost 40 years, we seem to be no closer to a definitive answer than we were in 1958, when Merton Miller and Franco Modigliani published their article presenting the first of their two famous “irrelevance” propositions.</p><p>Following the M&M propositions, academic researchers in the 1960s and 1970s turned their attention to various market “imperfections” that might make firm value depend on capital structure and dividend policy. The main suspects were (1) a tax code that encourages debt by making interest payments, but not dividends, tax deductible, and (2) expected costs of financial distress, including corporate underinvestment, that can become important as you increase the amount of debt in the capital structure. Toward the end of the 1970s, there was also discussion of “signaling” effects—for example, the tendency for the stock market to respond negatively to announcements of new stock issues.</p><p>A defining moment in the academic capital structure debate came in 1984, when Professor Stewart Myers devoted his Presidential address to the American Finance Association to something he called “The Capital Structure Puzzle.” The puzzle was this: Most academic discussions of capital structure were based on the assumption that companies make financing decisions that are guided by a <i>target capital structure</i>—a proportion of debt to equity that management aims to achieve, if not at all times, then at least as a long-run average. But the empirical evidence suggested otherwise. Rather than adhering to targets, Professor Myers observed, most large U.S. public companies behaved as if they were following a financial “pecking order.” They were funding investment with retained earnings rather than external financing if possible; and if external funding was necessary, they issued debt first and equity only as a last resort.</p><p>Since then, the capital structure debate has raged on. Harvard profess","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"35 1","pages":"38-49"},"PeriodicalIF":0.9,"publicationDate":"2023-04-26","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/jacf.12539","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"50144879","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"MIPS, QUIPS, and TOPrS: Old wine in new bottles","authors":"Arun Khanna, John J. McConnell","doi":"10.1111/jacf.12541","DOIUrl":"https://doi.org/10.1111/jacf.12541","url":null,"abstract":"<p>Monthly Income Preferred Stock (MIPS), Quarterly Income Preferred Stock (QUIPS), and Trust Originated Preferred Stock (TOPrS) all carry the title of preferred stock. As in the case of other forms of preferred stock, if the issuer fails to make a promised periodic payment, investors cannot force the issuer into bankruptcy. Unlike conventional preferred stock, however, when the promised periodic payments are made, these new securities are deductible by the issuer for tax purposes. In short, MIPS, QUIPS and TOPrS appear to have the tax advantages of debt without the potential for bankruptcy with its attendant costs.</p><p>Sounds like a good idea for corporate issuers. And between October of 1993—when Texaco, Inc. issued the first of this kind of security—and the end of 1997, at least 285 other corporate issuers came to that conclusion. In the aggregate, these issuers have raised in excess of $27 billion with the issuance of this novel hybrid security.</p><p>But the novelty of MIPS, QUIPS and TOPrS may be more apparent than real. That is not to say that the issuers of MIPS, QUIPS, and TOPrS have been duped in any way. As we will describe in more detail later, MIPS, QUIPS, and TOPrS do present the promise of the tax advantages of debt coupled with the financial flexibility of preferred stock. But there is another security—namely, “income bonds”—that has offered these same advantages for at least the past 100 years. With an income bond, the issuer is obligated to pay interest if, but only if, the company's before-tax earnings exceed the interest payments that are due. And, if the interest payments are made, they are fully deductible for tax purposes. If the interest is not earned and, therefore, not paid, investors cannot force the issuer into bankruptcy.</p><p>As described in an article called “The Income Bond Puzzle,” which appeared in a predecessor to this journal, income bonds were issued in the U. S. as early as 1873 and continued to be issued during the late 1800s in the course of various railroad reorganizations.1 Income bonds saw another brief flurry of activity during the 1930s, but have been essentially dormant for the past 60 years. The puzzle in the income bond puzzle is that a security that appears to combine the virtues of debt and preferred stock, and appears to dominate both, was nearly totally ignored by the corporate sector for 60 years. The recent volcanic eruption of MIPS, QUIPS, and TOPrS adds a further twist to the puzzle. These securities appear to offer nothing new. Why are they so popular while income bonds are ignored? The puzzle surrounding the dormancy of income bonds and the popularity of MIPS, QUIPS and TOPrS is actually a smaller part of a larger question: What are the forces that fuel evolution in the design of financial instruments?</p><p>In this article, we do not fully answer either of these questions. Our ambitions are more modest.2 We describe MIPS, QUIPS, and TOPrS in greater detail and review their features in ","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"35 1","pages":"50-54"},"PeriodicalIF":0.9,"publicationDate":"2023-04-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/jacf.12541","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"50142667","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
John J. McConnell, Ronald C. Lease, Elizabeth Tashjian
{"title":"Prepacks as a mechanism for resolving financial distress: The evidence","authors":"John J. McConnell, Ronald C. Lease, Elizabeth Tashjian","doi":"10.1111/jacf.12540","DOIUrl":"https://doi.org/10.1111/jacf.12540","url":null,"abstract":"<p>Prepacked bankruptcies, or “prepacks,” are considered a hybrid form of distressed restructuring because they share certain characteristics with both of the widely used alternatives for reorganizing distressed companies—out-of-court restructurings (OCRs) and traditional Chapter 11 reorganizations. Prepacks are similar to OCRs in that creditors and the debtor agree to the major terms of the reorganization outside of the court. Prepacks are similar to traditional Chapter 11 filings in that the reorganization occurs under court supervision, confirmation of the plan requires approval by two-thirds in amount and one-half in number by each class of claimholder, and all claimholders must exchange their old securities in accordance with the terms of the plan. In a prepack, the Chapter 11 bankruptcy petition and a plan of reorganization are filed simultaneously with the court.</p><p>In a 1991 article in this journal, John McConnell and Henri Servaes laid out a number of hypotheses as to why distressed firms might use prepackaged bankruptcies to reorganize.1 At the time of their article, however, prepacks were still relatively uncommon and these authors were limited to an “anecdotal” discussion of four cases to make their points. With the passage of time and the growth in the number of prepacks, we have been able to assemble data for a substantial sample of prepacks.</p><p>Our study of prepacks complements a growing literature on the outcomes of various forms of distressed reorganization. A significant concern in this literature is whether the various reorganization procedures are efficient. Inefficient reorganization procedures can result in excessively high direct costs or sub-optimal financing and investment decisions by firms. The most efficient organization procedure is the one that creates the greatest value for the firm, net of all costs. Although efficiency cannot be observed directly, we provide evidence on a number of indirect measures of efficiency—for instance, the time required to reorganize, the cost of reorganizing, and the recovery rates by creditors.</p><p>Where the data are available, we compare prepacks to OCRs and traditional Chapter 11s. We find that on most dimensions considered, prepacks lie between the two alternative means of reorganizing financially distressed firms. For example, prepacks have higher costs of reorganizing (as a fraction of assets) than OCRs, but lower costs than conventional bankruptcies. These findings buttress the idea that prepacks are a hybrid form of reorganization that contain some aspects of both OCRs and traditional Chapter 11s.</p><p>Our sample consists of 49 financially distressed firms that filed prepacks over the period 1986 through June 1993. Crystal Oil, which filed a prepack in 1986, is widely regarded as the first prepack of a large firm. Following Crystal Oil, the next two prepacks in our sample occurred in 1989 with combined assets of $1.7 billion. In the years thereafter, four took place in 19","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"35 1","pages":"31-37"},"PeriodicalIF":0.9,"publicationDate":"2023-04-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/jacf.12540","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"50153831","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"The economics of prepackaged bankruptcy","authors":"John J. McConnell, Henri Servaes","doi":"10.1111/jacf.12536","DOIUrl":"https://doi.org/10.1111/jacf.12536","url":null,"abstract":"<p>A new kind of bankruptcy has emerged in the last few years. It can be thought of as a “hybrid” form—one that attempts to combine the advantages (and exclude the disadvantages) of the two customary methods of reorganizing troubled companies: workouts and bankruptcy.</p><p>In a workout, a debtor that has already violated its debt covenants (or is about to do so) negotiates a relaxation or restructuring of those covenants with its creditors. In many cases, the restructuring includes an exchange of old debt securities for a package of new claims that can include debt, equity, or cash. Informal reorganizations take place outside the court system, but typically involve corporate officers, lenders, lawyers, and investment bankers. And though such negotiations are often contentious and protracted, informal workouts are widely held to be less damaging, less expensive, and, perhaps, less stressful than reorganizations under Chapter 11.1</p><p>Recently, however, a number of firms that have had most or all of the ingredients in place for a successful workout outside the courtroom have filed for bankruptcy anyway. In such cases, the distressed firms file a plan of reorganization along with their filing for bankruptcy. And largely because most creditors have agreed to the terms of the reorganization plan prior to the Chapter 11 filing, the time (and presumably the money) actually spent in Chapter 11 has been significantly reduced.2</p><p>Kroy, Inc., an Arizona-based maker of low-tech office labeling equipment, is a good example. After undergoing a leveraged buyout in 1986, the company suffered a slump in sales and profit margins that left it unable to meet its debt obligations. The company's primary lenders were the Minneapolis First Bank and Quest Equities Corporation. Both were receptive to a pre-negotiated bankruptcy reorganization. With a pre-negotiated plan in place, the company filed its plan of reorganization along with its bankruptcy petition on May 15, 1990. The company emerged from bankruptcy proceedings 89 days later. Such an untraditional reorganization has been dubbed “prepackaged bankruptcy.”3</p><p>The appearance of this new mechanism for corporate reorganization gives rise to a number of questions: How are they structured? Are they motivated by real economic gains and, if so, what are the sources of such gain? What are the particular circumstances in which a prepackaged bankruptcy is more sensible than an informal reorganization outside the courts? What does the future hold for prepackaged bankruptcy reorganizations?</p><p>The first major corporation to undergo a prepackaged bankruptcy reorganization was Crystal Oil Company, an independent crude oil and natural gas exploration and production company headquartered in Louisiana. The company filed for bankruptcy on October 1, 1986 and emerged less than three months later, its capital structure completely reorganized. The total indebtedness of the firm was reduced from $277 million to $129 milli","PeriodicalId":46789,"journal":{"name":"Journal of Applied Corporate Finance","volume":"35 1","pages":"16-19"},"PeriodicalIF":0.9,"publicationDate":"2023-04-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://onlinelibrary.wiley.com/doi/epdf/10.1111/jacf.12536","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"50153834","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"OA","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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