the jungle - going global in 2016 from soup to nuts
Post on 22-Jan-2018
220 Views
Preview:
TRANSCRIPT
www.dlapiper.com 0April 2016
April 2016
ACC SF BAY AREA -THE JUNGLE
Mogli meets the girl in the village next door –Your M&A deal that you thought was all happening in Silicon Valley goes abroad
www.dlapiper.com 1April 2016
Speaker introductions
Issues commonly seen in international M&A transactions:
– Corporate and transaction structure
– Regulatory, antitrust and compliance
– Employment
– Tax
– Intellectual property and technology
Takeaways
Questions
Agenda
www.dlapiper.com 2April 2016
Speaker introductions
Louis LehotPartner, Corporate, Securities and M&A DLA Piper
T +1 650.833.2330 M +1 650.796.7280 louis.lehot@dlapiper.com
Brian WheelerPartner, Corporate, Securities and M&A DLA Piper
T +1 650.833.2180 M +1 650.960.6005 brian.wheeler@dlapiper.com
Sherman ChuPartner, Corporate, Finance DLA Piper
T +1 650.833.2346M +1 408.966.1060sherman.chu@dlapiper.com
Ute KrudewagenPartner, Employment DLA Piper
T +1 650.833.2245M +1 650.521.4103ute.krudewagen@dlapiper.com
Idan NetserPartner, International Tax Counsel DLA Piper
T +1 650.833.2150M +1 650.862.8293idan.netser@dlapiper.com
www.dlapiper.com 3April 2016
Hypo # 1 Buyer, a Delaware corp headquartered in Silicon Valley,
is a leading global provider of telecommunications equipment and trades on the NYSE
Buyer is a US government contractor
Buyer plans to acquire the target group (also a leading provider of telecommunication equipment) that is a private VC-backed Delaware corp headquartered in Silicon Valley and has operations in the US, Europe and China. Target does not have entities in every jurisdiction in which it operates
Buyer cannot decide whether to purchase stock or assets of target and how to structure the deal (in cash or in stock)
Corporate
www.dlapiper.com 4April 2016
Key issues – structure– Transaction structure: stock deal vs asset deal
– Foreign entities structure (subsidiary, sister co., branch, etc.) or the lack thereof
– Bulk transfer laws applicable to transfers of assets
– Financing of the transaction
– what currency to borrow
– currency convertibility
– hedging risks
– use of foreign cash
– Applicability of WARN Act or similar non-US laws
– Deferred or contingent consideration
Corporate
www.dlapiper.com 5April 2016
Key issues – consideration: cash or stock– Securities regulation in US and foreign
countries (e.g., intl. blue sky)
– Potential stockholder approval for issuance of shares (e.g., 20% rule)
– Volatility of buyer stock price
– Interest rate risk vs currency risk
– Foreign currency exchange control and convertibility
– Use of non-US cash
– Accelerate unvested equity; equity rollover
Corporate
www.dlapiper.com 6April 2016
Key issues – approvals– Foreign investment control / governmental approval
– Antitrust/competition authorities (EU, MOFCOM, national regulation, etc.)
– Registration/license to do business in a foreign country
– US export licenses
– Effect on buyer’s status as a governmental contractor
Regulatory, antitrust and compliance
www.dlapiper.com 7April 2016
Key issues – diligence– Alphabet soup…FCPA, OFAC, AML, ITAR and
EAR issues
– PRC: CCCi, certificate of origin
– Political / market access issues…
– Good standing status in foreign jurisdictions
– Lien / litigation / tax searches, or the lack of a reliable source thereof
Regulatory, antitrust and compliance
www.dlapiper.com 8April 2016
Global employment in the jungle
Hypo # 2 Upon acquisition of target, buyer plans to retain
certain key employees (who are critical for the business)
Buyer also plans to downsize operation in Europe and relocate some employees to other jurisdictions
Buyer plans to expand the business in China
Buyer discovered during diligence that target group relies heavily on the service of independent contractors and agency workers
www.dlapiper.com 9April 2016
Key employment issues in global M&A Retaining key employees (carveout, bonus, clawback)
Transferring employees
Labor unions, works councils, other collective groups, CBAs
Employees misclassification and (mis)use of alternative workers
Outstanding liabilities to employees (e.g., vacation, variable compensation)
Global employment in the jungle
www.dlapiper.com 10April 2016
Key employment issues in global M&A (cont’d) Assumption of pension and other benefit plans
IP assignment
Immigration status, expat employees
Severance liabilities and restrictions on terminations and relocations
Early planning of global alignment and integration (GAIN)
Data privacy
Global employment in the jungle
www.dlapiper.com 11April 2016
Agencyworkers
permissible
limitations on time or type
equal pay obligations
equity compensation
Employees
local corporate presence required
payroll registrations
benefits
fixed term contracts
equity compensation
PEOemployees
are joint employees and need to comply with all applicable employment laws
Permissible
Agency worker rules
equity compensation
Independentcontractors
what quacks like a toucan is a toucan
withholding obligations (VAT, GST)
registration obligations
sales agent rules
equity compensation
Global employment in the jungle: expanding to new jurisdictionsStep 1: Pick the right animal
www.dlapiper.com 12April 2016
Payroll Local hires Expat employees
Benefits Mandatory (law, CBA) Optional
Onboarding requirements Workers’ compensation
equivalent Pre-hire medical tests Background tests
Employment agreements Requirements Language PIIA Specific terms
Policies Required work rules and
internal regulations “Global” policies (e.g.,
code of conduct) Local policies (e.g.,
disciplinary and grievance procedure)
Exit strategy No at-will employment
internationally Probationary periods and
performance management
Redundancies and performance terminations
Step 2: Master various steps to tame the animal
Global employment in the jungle: expanding to new jurisdictions
www.dlapiper.com 13April 2016
Hypo # 3 Target has offices in California, Europe and China
Software for the key products is developed in Ukraine and China
Hardware is manufactured in China
Design, marketing and sales, together with exec team, is in California
All employees in US and China signed standard PIAA agreements
All inventions are patented in US
Trademarks and copyrights registered in the US
Intellectual property
www.dlapiper.com 14April 2016
Key issues– Protection of IP in foreign jurisdictions
– Operation of PIAAs under non-US laws
Intellectual property
www.dlapiper.com 15April 2016
Hypo # 4 Same startup, except India related party owned 50/50
directly by two founders
Founders are not US citizens and have not made §83(b) elections, but one of them recently moved to the US on a non-immigrant visa
Intragroup contracts provide for only nominal consideration or no consideration at all
The final product is sold by and shipped to buyers in US, Europe and Asia
Tax
www.dlapiper.com 16April 2016
Key issues– Use of debt v. equity, or offshore cash
– IP: nature, quality, location, utilization, buyer’s IP structure and thetransfer of purchased IP
– Intercompany relationships (transfer pricing)
– Use of earnouts/deferred purchase price consideration and related taximplications
– Other important tax issues:• Branch tax and PE exposure• Quality of foreign taxes paid and the availability of foreign tax credits• § 83(b) elections, tax withholding and documentation• CFC, PFIC• Sales tax / VAT registration requirement and handling• Practical considerations
Tax
www.dlapiper.com 17April 2016
Consider structure and regulatory framework implications early
Drive efficiencies through structure
Simplicity is a virtue…great is the enemy of the good
Thorough diligence process with counsel in each jurisdiction
Seek practical solutions…with big picture in mind
Do not under-estimate the importance of culture
Integration is harder than acquisition…visualize how it will work now
Takeaways
www.dlapiper.com 18April 2016
Questions from the audience and panelists comments… followed by shameless propaganda
www.dlapiper.com 19April 2016
Louis Lehot advises late-stage emerging private, going public and public companies and their investors in forming, financing, building, scaling and achieving liquidity for technology, healthcare, energy and innovative businesses.
Louis’ recent emerging private company clients have included AdKnowledge, Inc., AdoTube (acquired by Exponential Interactive), Binatone Global (buyer of Motorola Mobility’s companion products business), CheckALT (buyer of Diebold's check processing business), Centric Software, Docea Power (acquired by Intel), Double Beam (acquired by Verifone), Kerensen Consulting (acquired by salesforce.com) and MetricTest (acquired by Microlease plc), and public company clients including CBRE, CHC Helicopter, Hanwha Q Cells, MMI Technologies, Model N, Samsung, Seagate, SK Planet and STMicroelectronics.
Louis’ institutional and fund clients have included venture capital firms Foundation Capital, Hony Capital, NEA and Oak Investment Partners, private equity firms Cetus Capital, Silver Lake Partners and Hellman & Friedman and corporate venture funds at CBRE, CSR plc, GE, Hanwha, Samsung and SK Planet.
Louis Lehot
Louis LehotPartnerT: +1 650 833 2330F: +1 650 687 1223louis.lehot@dlapiper.com
Education Boston College Law School J.D.
Georgetown University B.S.
Institut d'Etudes Politiques de Strasbourg (France) C.E.P.
AdmissionsCaliforniaNew York
Silicon Valley Office2000 University Avenue, East Palo Alto, California, 94303-2214
www.dlapiper.com 20April 2016
Brian Wheeler focuses his practice on public and private mergers and acquisitions, joint ventures, strategic alliances, corporate governance and financial advisor representations. He also has extensive experience in cross-border M&A transactions.
Brian’s work encompasses a wide variety of industries, including technology, pharmaceuticals, medical devices, telecommunications, energy and financial services.
Brian Wheeler
Brian C. WheelerPartnerT: +1 650 833 2180F: +1 650 687 9288 brian.wheeler@dlapiper.com
Education New York University School of Law J.D.
Robert McKay ScholarB.A., University of ChicagoGeneral Honors
Waseda University, one-year study abroad program
AdmissionsCaliforniaNew York
Silicon Valley Office2000 University Avenue, East Palo Alto, California, 94303-2214
www.dlapiper.com 21April 2016
Sherman Chu focuses his practice on China and US-based (including cross-border) technology transactions, joint ventures, strategic alliances, complex intellectual property and commercial agreements, and open source. Sherman advises Chinese and US companies on effective structuring and operationalizing transactions to gain approval on regulatory requirements such as CFIUS, export control and anti-corruption.
Sherman joined DLA Piper from Cisco, where he oversaw major legal functions of the company with teams of 20 or more attorneys. He served as General Counsel for the Greater China region for six years. Prior to that, Sherman was head of Cisco’s worldwide transactions practice for ten years, where he was responsible for supporting mergers and acquisitions, strategic alliances, intellectual property and other transactions as well as overseeing antitrust and open source practice areas. In addition, he was also elected to the position of Vice-Chairman of the American Chamber of Commerce in Shanghai, where he represented the interests of a range of businesses in the US and China on legal and political issues.
Sherman Chu
Sherman ChuPartnerT: +1 650 833 2346sherman.chu@dlapiper.com
Education J.D., New York University School of Law
B.A., Columbia University
AdmissionsCalifornia
Silicon Valley Office2000 University Avenue, East Palo Alto, California, 94303-2214
www.dlapiper.com 22April 2016
Ute Krudewagen focuses on providing multinational companies with solutions to the challenges presented in managing a global workforce. In addition, she counsels companies on employment issues triggered by cross-border transactions.
Ute advises international and cross-border clients on a broad range of complex global employment matters, serving as trusted advisor and managing international counsel for a broad range of multijurisdictional and multidisciplinary projects. Her vast experience includes advising on global background checks, employment and independent contractor agreements, discrimination and harassment claims, social media issues, global policies and procedures, non-compete and proprietary information agreements, works council and union issues, codes of conduct and social responsibility, workplace privacy, employee assignments and global mobility programs, global reductions in force, restructurings and severance and retention plans.
Ute Krudewagen
Ute KrudewagenPartnerT: +1 650 833 2245 F: +1 650 687 1245ute.krudewagen@dlapiper.com
Education University of California at Berkeley LL.M.
University of Cologne J.D.
University of Cologne Dr. iur., summa cum laude
AdmissionsNew YorkCalifornia
Silicon Valley Office2000 University Avenue, East Palo Alto, California, 94303-2214
www.dlapiper.com 23April 2016
Idan Netser focuses his practice on all areas of international taxation, including US international corporate and partnership taxation, transfer pricing, Subpart F, foreign tax credits, tax planning and restructuring, international IP exploitation, international joint ventures and M&A transactions and tax controversy.
Idan graduated from the Naval Academy in 1998, with distinction, and from the Naval Advanced Command course in 2001. He served as the Commander of the Identification, Navigation and Communication squadron as well as in different naval command positions on board a missile frigate and led international naval operations in collaboration with NATO. He currently holds the rank of Lieutenant-Commander and continues to serve in the Naval Reserves.
Idan Netser
Idan NetserPartnerT: +1 650 833 2150 F: +1 650 687 1105idan.netser@dlapiper.com
Education LL.M., International Taxation, University of Michigan Law School 2008
LL.B., Tel Aviv University 2006magna cum laudeEditorial Board, Tel-Aviv University Law Review
B.A., Economics, Tel Aviv University 2006
Naval Academy, 1998with distinction
AdmissionsCalifornia
Silicon Valley Office2000 University Avenue, East Palo Alto, California, 94303-2214
www.dlapiper.com 24April 2016
DLA Piper OverviewDLA Piper has “led in listening to clients and positioning itself as a business-led law firm.”Financial Times, October 2, 2015
“…2015 has seen the firm take major steps toward forging a long-planned presence across the Americas.” Law360, July 6, 2015
DLA Piper has “become really aggressive in the thought leadership arena, and that is really resonating with corporate counsel.”Bloomberg BNA, April 24, 2015
“DLA Piper is reshaping how the legal world views its brand.”BTI Brand Elite 2015
“…DLA Piper is using innovation to differentiate with clients.”BTI Brand Elite 2015
“Over the past 15 years the firm has charted an aggressive course for growth that catapulted it to the top of the heap both in terms of revenue and lawyer headcount…”The Wall Street Journal, February 4, 2014
Game changer of the past 10 years (Financial Times 2015)
In global M&A and middle market deal volume (mergermarket and Thomson Reuters 2016)
Best in the world for Real Estate, Franchise, Entertainment and Pro Bono (International Who’s Who 2015)
Best in Technology, Media and Telecoms (Legal 500 awards 2015)
Awards received for Pro Bono and community engagement work in 2014
DLA Piper lawyer rankings(Chambers and Partners 2015)
Best Diversity Initiative in an International Firm (Europe Women in Business Law Awards 2015)Employer of Choice for Gender Equality (WGEA, Australian Government 2015)Law Firm of the Year (Legal Business Awards 2014) International Law Firm of the Americas for 5 consecutive years (International Tax Review 2014)European Indirect Tax Team of the Year (International Tax Review 2015)Corporate Venture Firm of the Year (Global Corporate Venturing magazine 2015)
Most powerful law firm brand in the world (Acritas 2015)
Law firm by revenue (Am Law Global 100 2015)
Most active private equity law firm in the US and globally by deal volume (Pitchbook 2014)
Law firm for global reach and breadth of international work (Law360 2015)
Best-Branded Law Firm (BTI Brand Elite 2016)
26
21 1,000
#
#
#
MORE
www.dlapiper.com 25April 2016
DLA Piper is a pioneer in serving the technology sector, having established a presence in the heart of Silicon Valley over 40 years ago through its predecessor firm, Ware and Freidenrich, which was formed in 1969, as one of the original Silicon Valley law firms.
As the Valley has grown, so has DLA Piper. Today, we are located in more than 30 countries throughout Africa, the Americas, Asia Pacific, Europe and the Middle East, positioning us to help companies with their legal needs around the world.
We combine this global reach with our decades-long commitment to serving technology clients. The result is a legal partner that empowers entrepreneurs and investors in building their ideas into great global companies.
Silicon Valley Pioneer
www.dlapiper.com 26April 2016
Global Footprint
AustraliaAustriaBahrainBelgiumBrazilCanadaChinaCzech RepublicFinlandFrance
GeorgiaGermanyHungaryItalyJapanKuwaitLuxembourgMexicoMoroccoNetherlands
New ZealandNorwayOmanPolandQatarRomaniaRussiaSaudi ArabiaSingaporeSlovak Republic
South AfricaSouth KoreaSpainSwedenThailandUkraineUnited Arab EmiratesUnited KingdomUnited States
AlgeriaAngolaBosnia-Herzegovina
BotswanaBurundiColombiaCroatiaDenmark
EgyptEthiopiaGhanaIndonesiaIrelandKenyaMauritiusMozambiqueNamibia
PortugalRwandaTanzaniaTurkeyUgandaVenezuelaZambia
RELATIONSHIP FIRMSDLA PIPER OFFICES
www.dlapiper.com 27April 2016
Our Corporate and Securities practice consists of 250 lawyers in the US, and nearly 600 worldwide, who are experienced at representing clients pursuing sophisticated transactions.
We advise clients on public and private equity and debt securities offerings, mergers and acquisitions and reorganizations.
In addition to offering comprehensive transactional services, the group’s lawyers advise clients on corporate governance, IT, tax, compensation and technology issues.
Our clients include public and private companies, ranging from Fortune 500 companies to startup entities developing industry leading technologies.
We represent over 100 public companies as outside corporate securities counsel. We also represent banks, finance companies, venture capital and private equity funds, insurance companies, pension funds and other institutional lenders in acquisition financings, refinancings, ESOP loans, recapitalizations, restructurings and other complex transactions.
Corporate and Securities
www.dlapiper.com 28April 2016
As your company grows and expands in established markets and developing regions, our Mergers and Acquisitions practice group is committed to being your partner for all your acquisition and divestiture initiatives.
Our approach is both strategic and entrepreneurial, drawing on the combined experience of more than 180 lawyers in the United States, and backed by a significant number of global M&A counterparts.
We are highly responsive, multi-disciplined and creative problem solvers dedicated to providing global advice and support, as well as in-depth local knowledge. We work promptly, efficiently and creatively to facilitate deals.
We have built a platform that includes well-established and comprehensive practice capabilities, industry experience in key growth sectors, and access to global funding sources through our strong relationships with the business and funding communities.
From due diligence to post-merger integration, we deliver the transactional resources to help your company prosper.
Mergers and Acquisitions
#1GLOBAL
M&A
In 2015, mergermarket ranked
us #1 globally in overall M&A deal
volume for the sixth consecutive year.
www.dlapiper.com 29April 2016
RECENT M&A RANKINGS Ranked #1 globally for announced deals for 6th
consecutive year (mergermarket, 2010-2015)
Ranked #1 in mid-market deal volume globally during 2015 (Thomson Reuters)
Ranked #1 for European M&A deals (mergermarket, 2013 and 2014)
Ranked #1 for UK M&A deals for 8th consecutive year (mergermarket, 2005-2015)
Ranked #4 for US M&A deals (mergermarket, 2014 and 2015)
Ranked #4 globally for announced and completed deals (Thomson Reuters, 2014)
Mergers and Acquisitions
LEAGUE TABLE OF LEGAL ADVISORS TO M&A BY DEAL COUNT
RANKING FIRM NAME DEAL COUNT2015 2014
1 1 DLA Piper 441
2 3 Kirkland & Ellis 386
3 4 Jones Day 342
4 2 Latham & Watkins 336
5 9 Skadden Arps Slate Meagher & Flom 298
6 5 Baker & McKenzie 292
7 7 White & Case 282
8 11 Allen & Overy 260
9 6 Clifford Chance 236
10 14 CMS 229
www.dlapiper.com 30April 2016
MERGERMARKET BLOOMBERG THOMSON REUTERS THOMSON REUTERS
DEAL COUNT#1 Global#1 Europe#1 United Kingdom#4 Americas#4 Russia#4 United States#5 France#6 Benelux
DEAL COUNT #4 United States Mid-Market (up to 500m & 250m)#5 United States Announced#6 Global Mid-Market (up to 500m & 250m)
DEAL COUNT#1 Worldwide Mid-Market #1 United Kingdom Involvement Mid-Market and Small-Cap #1 Worldwide Small-Cap#2 Benelux Involvement Mid-Market and Small-Cap#2 Benelux Involvement Small-Cap#2 European Involvement Mid-Market and Small-Cap#2 Worldwide M&A Completed#3 US Target Small-Cap #3 Worldwide M&A Announced #4 Australia/New Zealand Involvement Small-Cap#5 Italian Involvement Mid-Market#4 French Involvement Mid-Market#4 Italian Involvement Small-Cap#4 US Target Mid-Market#5 Australia/New Zealand Involvement Mid-Market
DEAL VALUE#1 United Kingdom Involvement Small-Cap#2 European Involvement Small-Cap #2 Worldwide Small-Cap#3 Benelux Involvement Small-Cap#3 United Kingdom Involvement Mid-Market#4 US Target Small-Cap#5 Australia/New Zealand Involvement Small-Cap
2015 League Tables
www.dlapiper.com 31April 2016
RECENT VC EXPERIENCE Named Law Firm of the Year in Corporate
Venture (Global Corporate Venturing, 2015)
Since 2005, represented over 5,500 transactions in the US – US$50 billion in value
In 2015, completed 710 financings transactions globally – 563 venture capital and 147 private equity
Ranked #4 Most Active Venture Capital Law Firm in the US and globally in 2015, PitchBook
Ranked #4 for early stage and #4 in late stage completed VC deals US-based companies in 2015, PitchBook
Ranked #4 Most Active Private Equity Law Firm in the US and globally by deal volume in 2015, PitchBook
Emerging Growth and Venture Capital Practice
2015 GLOBAL VC & PELEAGUE TABLES
VENTURE CAPITAL RANK
Most Active Global 4th
Most Active US 4th
Most Active Early Stage 4th
Most Active Late Stage 4th
Most Active Software 4th
Most Active IT Hardware 2nd
PRIVATE EQUITY RANK
Most Active PE 4th
Most Active Buyouts 4th
www.dlapiper.com 32April 2016
DLA Piper is one of the most widely recognized providers of a full range of commercial, intellectual property law, privacy, sourcing and technology law services for leading businesses worldwide.
Our lawyers provide both litigation-related (contentious) and strategic commercial advice to a wide range of industry sectors, helping clients from emerging technology and pharmaceutical companies to established banks and financial institutions achieve their objectives wherever they do business.
Our IPT practice encompasses nearly 500 dedicated lawyers in more than 24 countries, with particular strength in key global markets. Intellectual property and technology law is at the core of any major business transaction or strategic dispute and has become one of the most critical legal areas as companies continue to expand and protect their technologies, brands, products, data and services around the globe.
Intellectual Property and Technology
www.dlapiper.com 33April 2016
Our global technology transactions and strategic sourcing lawyers have the market knowledge, legal experience and global presence to provide you with the highest quality legal services throughout the world.
Our practice concentrates on complex transactions and multi-party, high-value project work which frequently spans multiple jurisdictions. We focus on the development, protection, exploitation and use of intellectual property and technology-related assets through the stages of a company's growth, as well as the sourcing of strategic assets and services for use in a company's operations.
Our team has deep industry experience in a variety of sectors, allowing us to provide practical advice and innovative solutions along with market leading technical know-how.
Technology Transactions and Strategic Sourcing E-CommerceCloud
Computing
LicensingIP Development
ProcurementStrategic
Alliances & Joint Ventures
OutsourcingOpen Source
TelecomsTechnology Transactions
Core Areas Include:
www.dlapiper.com 34April 2016
Companies operating in global markets face complex employment challenges that require an international perspective combined with a knowledge of country-specific employment practices. We advise a range of clients from local startups to small multinationals to some of the largest brands in the world on a range of complex employment matters, including: Expansion strategies
Employment set-up requirements
Global expatriate mobility
Works councils/unions
Termination of employment
Litigation
Employment issues in M&A and corporate reorganizations
Employment
Ranked in Band 1 for Global Employment
─Chambers Global 2010-2014
www.dlapiper.com 35April 2016
International Tax
With more than 300 tax lawyers and economists, our global tax advisory services help multinational companies address the complex challenges of international commerce and business operations as well as manage and resolve tax disputes. Our global tax group assists clients in structuring a wide range of transactions, from private equity deals to corporate acquisitions and disposals. Our services include: Transfer pricing
Post-Acquisition Integration
Cross-Border Licensing and IPT Management
Tax Controversy
VAT and Customs Duties
Supply Chain and Distribution Network Restructuring
Equity Investment and Incentives Tax Services
www.dlapiper.com 36April 2016
For more details and to register visit our website at www.dlapipertechsummit.com
Please join us
www.dlapiper.com 37April 2016
DLA Piper is a global law firm operating through various separate and distinct legal entities. Attorney Advertising.©2014 DLA Piper LLP (US)
Published by DLA Piper LLP (US)Copyright © 2016 DLA Piper LLP (US)All Rights Reserved
This bulletin is intended as a general overview and discussion of the subjects dealt with. It is not intended, and should not be used, as a substitute for taking legal advice in any specific situation. DLA Piper will accept no responsibility for any actions taken or not taken on the basis of this publication. Pursuant to applicable Rules of
Professional Conduct, it may constitute advertising.
top related