Oil & Gas Magazine Article - The State’s Pre-Emptive Right by Michael Wilson
By Michael E. Wilson, Managing Partner
The State’s pre-emptive right in the event of any alienation or proposed transfer of rights of subsoil use was first introduced by an amendment to the Subsoil Use Law of Kazakhstan in December 2004, and further expanded in October 2005. Although almost 1Ѕ year has passed since the first introduction this right, there are still many questions and uncertainties which arise in practice.
In a nutshell, in addition to the consent of the Ministry of Energy and Mineral Resources (“MEMR”) as the “authorised/licensing body” and who operate and maintain the Register of Subsoil Users on behalf of the Government, itself on behalf of the Republic of Kazakhstan, these days when a subsoil user, or a company holding subsoil use rights, wishes to alienate or otherwise transfer the same, the State needs to decide whether or not it should exercise its pre-emptive right to acquire the same.
Status Quo Ante
Before this time, the State, or indeed any national company, had no statutory or other pre-emptive right in the event of any transfer or alienation of the whole or any part of the rights of subsoil use not only in the case of oil and gas resources and reserves, but also in the case of minerals generally.
On the contrary, the original text of the Subsoil Use Law No 2828 dated 27 January 1996, Article 71 stated that:
“Subsoil users shall be guaranteed protection of their rights in accordance with the legislation. Amendments and additions to the legislation worsening the rights and status of subsoil users, shall be not applicable to Licences and Contracts concluded prior to such amendments and additions.”
Indeed, this mirrored the protection formerly offered to investors in Article 6 of the Foreign Investment Law and such “grandfathering” was often also mirrored and reflected in the relevant privatization, sale and purchase and subsoil use contracts (including Production Sharing Agreements (PSA), etc.) concluded with investors.
Introduction of the Pre-emptive Right
Article 71 was first amended by Law No 467-1, dated 11 August 1999, so as to read as:
“Guarantees stipulated by the present Article shall not be applicable to amendments of the legislation of the Republic of Kazakhstan in the fields of defence, national security, ecological safety and health care.”
This became effective on 24 August 1999.
By Law NO 2-III ZRK which became effective on 1 December 2004:
“For the preservation and strengthening of the energy and resource basis of the economy of the country in newly and previously concluded subsoil use contracts, the State has a pre-emptive right before the other party to the contract, or shareholders in a legal entity possessing the subsoil use right and other entities, for the purchase of the alienated subsoil use right (part thereof) and (or) shareholding (share holding) in a legal entity possessing the subsoil use right, upon terms not worse than those offered to the other buyers.”
By Law No 79-III, dated 14 October 2005, Article 71 was further amended in order to read as follows:
“For the preservation and strengthening of the energy and resource basis of the economy of the country in newly and previously concluded subsoil use contracts, except for contracts relating to underground water and commonly occurring useful minerals, the State has a pre-emptive right before the other party to the contract, or shareholders in a legal entity possessing the subsoil use right and other entities, for the purchase of the alienated subsoil use right (part thereof) and (or) shareholding (share holding) in a legal entity possessing the subsoil use right, as well as in a legal entity which has a right to control decisions (in) directly and(or) exert influence upon the subsoil users' decisions, if the specific legal entity has its main activity connected to the subsoil use in the Republic of Kazakhstan, upon terms not worse than those offered to the other buyers.”
Accordingly, as of today, the State’s pre-emptive right arises in the event of any sale or any purchase of:
(a) a subsoil use right;
(b) participatory interests (in an LLP) or shares (in a JSC) in a legal entity that has a subsoil use contract (referred to in the Kazakhstani legislation as a Subsoil user);
(c) participatory interests in or shares in a legal entity, that has an opportunity to take decisions with regard to the Subsoil user or influence decisions of the Subsoil user directly and/ or indirectly, if such legal entity’s main activity is connected with subsoil use in the Republic of Kazakhstan.
This means that notice has to be given to the State of such proposed transactions, before they are implemented, and the State then has to decide whether or not to exercise its first and pre-emptive right, or to decline to do so.
Inspired by Kashagan & Karachaganak?
Historically, the argument as to the alleged pre-emptive right of the State first appeared when British Gas plc decided to sell its share, pursuant to the North Caspian PSA (Kashagan, Kalamkas, Aktoty, Kairan oil and gas deposits), to the Chinese which proposed sale was then pre-empted by other participants of the consortium that had a pre-emptive right to acquire any outgoing subsoil users’ shares/interests in the PSA while KMG/the Government, under the terms of the PSA, had no such express right.
Although the Republic is and was party to the North Caspian PSA, it did not have an expressed contractual pre-emptive right under the PSA, and, accordingly, it subsequently alleged that it had a pre-emptive right over and above that of the other signatories to the PSA in order to seek to acquire BG’s interests.
It should be noted that, at present, the producible reserves of the Kashagan Oil Filed are estimated at 7-9 billion barrels, which makes this oil field the largest discovery in the world for the past 30 years.
Therefore, it is perhaps not surprising that the Government through, in all probability, JSC NC KazMunayGaz, wished to be part of the PSA as a subsoil user in its own right, no doubt for various reasons.
Presumably, as a response to complaints made by various companies, including those from the subsoil users themselves, that the Republic/Government did not have solid legal grounds for asserting it had a pre-emptive right, the Senate initiated the Amendment to Article 71 in order to seek to provide the Republic/Government with a clear legal basis for the pre-emptive right claims that it had already made.
Arguments For and Against
There was much discussion about the pro’s and con’s of the State’s pre-emptive right, including legal opinions provided by three (3) academicians who specialise in theory of State and law and civil law and are well-known in Kazakhstan and other CIS countries (Messrs Zimanov, Bassin (now deceased) and Suleimenov).
The supporters of the State pre-emptive right made the following arguments:
1. The State has a special status as far as subsoil use contracts are concerned as it is subject to both public and private law. This they argued provides for “inequality in equality” and provides grounds for the State to unilaterally change subsoil use contracts.
2. Subsoil use contracts have a special status because they concern the subsoil wealth of the Republic of Kazakhstan as their subject-matter, and, therefore, the State interest. The argument is that the wealth contained in the subsoil use of the territory of the Republic of Kazakhstan is the exclusive property of the State and, thus, any agreement involving this property is of a special status, where the State has the powers to surpass any arrangements with private parties. In other words, “special” property gives way to special measures.
3. Article 18(3) of Law No. 233-1 on National Security dated 26 June 1998 provides that:
“Requirements associated with providing for the national security in an obligatory procedure shall be considered when entering into contract for the use of strategic resources of the Republic of Kazakhstan, performance of those contracts and supervision of their implementation.”
The argument went on that this provision reaffirms the special status of the State in respect of subsoil use rights and under subsoil use contracts, which acts both as a party to a civil transaction and a regulator of the same transaction.
Other civil law scholars opposed the argument as to the introduction of the State’s pre-emptive right by reference to the following reasons:
1. The Civil Code of Kazakhstan states that the Republic of Kazakhstan participates in civil law relations on equal grounds with other participants (Article 111(1)). From the international law perspective, the theory of “limited immunity” is another argument against the special status of the State in civil law relations. According to this theory, which is mainly based on the European Convention on State Immunity (1972) and Laws on State Immunities of some countries (i.e. Germany, USA and others), a State cannot invoke immunity against the jurisdiction of a court of another State, where the first State is a party to a commercial transaction with private parties.
2. The amendments to the State’s pre-emptive right violate the property rights of investors. Under Article 26(3) of the Constitution of Kazakhstan:
“No one may be deprived of his property otherwise than in pursuance of the court decision. Forcible alienation of property for the State needs in exceptional cases which are stipulated by law may be carried out under the condition of its equivalent compensation”.
In other words, pre-emption will be possible if there is a court judgment or a law.
In order to fulfil its pre-emptive right, the State will have to pass a law and prove that such pre-emption is an exceptional case, and if so, such pre-emption will be considered as nationalization
(Civil Code, Article 249(4)).
Despite these disputes, the Law amending and implementing the State’s pre-emptive right came into force in December 2004.
Questions Arising
Whilst at first sight everything might seem relatively simple, there are several questions that arise from a legal point of view:
1) the term “an alienated subsoil use right” legally means not only the subsoil use right that is to be sold, but also means the subsoil use right that can be transferred as a share to the charter capital of a legal entity, or even as a gift, which is unlikely in practice. Thus, there are no certain legal provisions, or practice, pursuant to which the State’s pre-emptive right applies to the transfer of the subsoil use right as a share to the charter capital of a legal entity.
2) The fact that the State’s pre-emptive right applies to a sale of a participatory interest (LLP) or shares (JSC) in a subsoil user, as a legal entity, decrease the worth of the pre-emptive rights of participants in or shareholders of legal entities that is still provided by the legislation of Kazakhstan on LLPs and JSCs.
3) The precedent of the State’s pre-emptive right being applicable to the sale of participatory interests or shares in a legal entity, that has an opportunity to take decisions with regard to the subsoil user, or influence decisions applicable to the subsoil user directly and/or indirectly, if such legal entity’s main activities are connected with subsoil use in the Republic of Kazakhstan, has been set by the CNPC takeover of PetroKazakhstan, an entity listed in Toronto, with secondary listings in New York and London.
However, this issue has not yet been totally solved. There is no definition of a legal entity whose main activities are connected with subsoil use in the Republic of Kazakhstan. Neither does the Subsoil Use Law clarify what is a company that has an opportunity to indirectly influence decisions of a subsoil user.
Moreover, it is difficult to imagine the process whereby the State’s pre-emptive right could realistically apply to and be enforced with respect to the sale of, say, 0.003% of shares in a legal entity, which is listed on world stock markets and which has a share in a legal entity that has a share in a subsoil user legal entity in Kazakhstan.
Pre-emptive Rights are a Bad Thing Per Se?
As is well-known, there is a view that any pre-emptive right in any company, and not merely the State’s pre-emptive right in the case of a subsoil user, materially devalues the value of any company and any shares in it. The theory goes that by granting pre-emptive rights in a company to one shareholder and another, and perhaps also to the company itself, this by nature devalues such shares in that they cannot be freely sold on the open market – assuming there is a market. Accordingly, in the case of public companies in many parts of the world, and joint stock companies in Kazakhstan, there are often no pre-emptive rights even for existing shareholders, whether by contract, law or otherwise.
In the case of the State’s pre-emptive right, rather than pre-emptive rights of shareholders arising whether by contract or law, it is further argued that the same has a negative influence on the value of the company itself and its assets, including the subsoil use right itself and any share/interest in any company, whether directly or indirectly holding the same, because it seeks to allow someone who is not actually a shareholder in the company, or party to the relevant contracts, to interfere with their private contractual rights by seeking to exercise such pre-emptive right should any party seek to sell or otherwise transfer their participatory interests or shares. This also creates commercial uncertainty. For example, fewer companies will be interested in buying shares or participatory interests in companies because there is a risk that, in the case of a sale of any share/interest by other participants in the subsoil user-legal entity, the State can be a participant or shareholder, although such company has a pre-emptive right to buy such share. Or, for instance, a share in a subsoil user legal entity, when it could be sold to anybody in accordance with an independent decision taken by a shareholder looked much more attractive than the current share that cannot be sold independently. We can draw an analogy with convertible currencies.
Applicable Procedure
As for the procedures applicable to the State’s pre-emptive right, on 29 July 2005, the Government ordered the creation of an Interdepartmental Commission on matters concerning the acquisition by the State of subsoil use rights and/or interest (shares) in subsoil users, which are alienated. The actual wording of the same is as follows:
The Commission consists of 9 members, including representatives from the MEMR, the Prime-Ministers’ Chancellery, the Ministry of Environmental Protection, the Ministry of Economy and Budget Planning, the Ministry of Industry and Trade, the Ministry of Justice, the Ministry of Finance and KMG.
The Commission will function as an advisory body to the Government and is charged with the responsibility of reviewing applications by subsoil users as to the alienation of subsoil use rights and applications as to alienation of interests (shares) in subsoil users and will forward to the Government its proposals regarding the acquisition by the State of such subsoil use rights and interests (shares) in subsoil users.
Again, we would like to note that application to sell an interest or shares in a legal entity that has an opportunity to take decisions with regard to the subsoil user, or to influence decisions of the subsoil user directly and/or indirectly, if such legal entity’s main activities are connected with subsoil use in the Republic of Kazakhstan is not mentioned in the list of functions and responsibilities of the Commission.
Moreover, neither the Regulation on the Commission nor other subsoil use legislation provide a list of documents that must be submitted to the Commission by an applicant or a deadline (terms) by which such documents must be submitted to be reviewed by the Commission, and the results to be announced.
In our experience, this can be a relatively quick or a long and drawn-out procedure and, of course, it gives the possibility of interference.
The State’s pre-emptive right in the event of any alienation or proposed transfer of rights of subsoil use was first introduced by an amendment to the Subsoil Use Law of Kazakhstan in December 2004, and further expanded in October 2005. Although almost 1Ѕ year has passed since the first introduction this right, there are still many questions and uncertainties which arise in practice.
In a nutshell, in addition to the consent of the Ministry of Energy and Mineral Resources (“MEMR”) as the “authorised/licensing body” and who operate and maintain the Register of Subsoil Users on behalf of the Government, itself on behalf of the Republic of Kazakhstan, these days when a subsoil user, or a company holding subsoil use rights, wishes to alienate or otherwise transfer the same, the State needs to decide whether or not it should exercise its pre-emptive right to acquire the same.
Status Quo Ante
Before this time, the State, or indeed any national company, had no statutory or other pre-emptive right in the event of any transfer or alienation of the whole or any part of the rights of subsoil use not only in the case of oil and gas resources and reserves, but also in the case of minerals generally.
On the contrary, the original text of the Subsoil Use Law No 2828 dated 27 January 1996, Article 71 stated that:
“Subsoil users shall be guaranteed protection of their rights in accordance with the legislation. Amendments and additions to the legislation worsening the rights and status of subsoil users, shall be not applicable to Licences and Contracts concluded prior to such amendments and additions.”
Indeed, this mirrored the protection formerly offered to investors in Article 6 of the Foreign Investment Law and such “grandfathering” was often also mirrored and reflected in the relevant privatization, sale and purchase and subsoil use contracts (including Production Sharing Agreements (PSA), etc.) concluded with investors.
Introduction of the Pre-emptive Right
Article 71 was first amended by Law No 467-1, dated 11 August 1999, so as to read as:
“Guarantees stipulated by the present Article shall not be applicable to amendments of the legislation of the Republic of Kazakhstan in the fields of defence, national security, ecological safety and health care.”
This became effective on 24 August 1999.
By Law NO 2-III ZRK which became effective on 1 December 2004:
“For the preservation and strengthening of the energy and resource basis of the economy of the country in newly and previously concluded subsoil use contracts, the State has a pre-emptive right before the other party to the contract, or shareholders in a legal entity possessing the subsoil use right and other entities, for the purchase of the alienated subsoil use right (part thereof) and (or) shareholding (share holding) in a legal entity possessing the subsoil use right, upon terms not worse than those offered to the other buyers.”
By Law No 79-III, dated 14 October 2005, Article 71 was further amended in order to read as follows:
“For the preservation and strengthening of the energy and resource basis of the economy of the country in newly and previously concluded subsoil use contracts, except for contracts relating to underground water and commonly occurring useful minerals, the State has a pre-emptive right before the other party to the contract, or shareholders in a legal entity possessing the subsoil use right and other entities, for the purchase of the alienated subsoil use right (part thereof) and (or) shareholding (share holding) in a legal entity possessing the subsoil use right, as well as in a legal entity which has a right to control decisions (in) directly and(or) exert influence upon the subsoil users' decisions, if the specific legal entity has its main activity connected to the subsoil use in the Republic of Kazakhstan, upon terms not worse than those offered to the other buyers.”
Accordingly, as of today, the State’s pre-emptive right arises in the event of any sale or any purchase of:
(a) a subsoil use right;
(b) participatory interests (in an LLP) or shares (in a JSC) in a legal entity that has a subsoil use contract (referred to in the Kazakhstani legislation as a Subsoil user);
(c) participatory interests in or shares in a legal entity, that has an opportunity to take decisions with regard to the Subsoil user or influence decisions of the Subsoil user directly and/ or indirectly, if such legal entity’s main activity is connected with subsoil use in the Republic of Kazakhstan.
This means that notice has to be given to the State of such proposed transactions, before they are implemented, and the State then has to decide whether or not to exercise its first and pre-emptive right, or to decline to do so.
Inspired by Kashagan & Karachaganak?
Historically, the argument as to the alleged pre-emptive right of the State first appeared when British Gas plc decided to sell its share, pursuant to the North Caspian PSA (Kashagan, Kalamkas, Aktoty, Kairan oil and gas deposits), to the Chinese which proposed sale was then pre-empted by other participants of the consortium that had a pre-emptive right to acquire any outgoing subsoil users’ shares/interests in the PSA while KMG/the Government, under the terms of the PSA, had no such express right.
Although the Republic is and was party to the North Caspian PSA, it did not have an expressed contractual pre-emptive right under the PSA, and, accordingly, it subsequently alleged that it had a pre-emptive right over and above that of the other signatories to the PSA in order to seek to acquire BG’s interests.
It should be noted that, at present, the producible reserves of the Kashagan Oil Filed are estimated at 7-9 billion barrels, which makes this oil field the largest discovery in the world for the past 30 years.
Therefore, it is perhaps not surprising that the Government through, in all probability, JSC NC KazMunayGaz, wished to be part of the PSA as a subsoil user in its own right, no doubt for various reasons.
Presumably, as a response to complaints made by various companies, including those from the subsoil users themselves, that the Republic/Government did not have solid legal grounds for asserting it had a pre-emptive right, the Senate initiated the Amendment to Article 71 in order to seek to provide the Republic/Government with a clear legal basis for the pre-emptive right claims that it had already made.
Arguments For and Against
There was much discussion about the pro’s and con’s of the State’s pre-emptive right, including legal opinions provided by three (3) academicians who specialise in theory of State and law and civil law and are well-known in Kazakhstan and other CIS countries (Messrs Zimanov, Bassin (now deceased) and Suleimenov).
The supporters of the State pre-emptive right made the following arguments:
1. The State has a special status as far as subsoil use contracts are concerned as it is subject to both public and private law. This they argued provides for “inequality in equality” and provides grounds for the State to unilaterally change subsoil use contracts.
2. Subsoil use contracts have a special status because they concern the subsoil wealth of the Republic of Kazakhstan as their subject-matter, and, therefore, the State interest. The argument is that the wealth contained in the subsoil use of the territory of the Republic of Kazakhstan is the exclusive property of the State and, thus, any agreement involving this property is of a special status, where the State has the powers to surpass any arrangements with private parties. In other words, “special” property gives way to special measures.
3. Article 18(3) of Law No. 233-1 on National Security dated 26 June 1998 provides that:
“Requirements associated with providing for the national security in an obligatory procedure shall be considered when entering into contract for the use of strategic resources of the Republic of Kazakhstan, performance of those contracts and supervision of their implementation.”
The argument went on that this provision reaffirms the special status of the State in respect of subsoil use rights and under subsoil use contracts, which acts both as a party to a civil transaction and a regulator of the same transaction.
Other civil law scholars opposed the argument as to the introduction of the State’s pre-emptive right by reference to the following reasons:
1. The Civil Code of Kazakhstan states that the Republic of Kazakhstan participates in civil law relations on equal grounds with other participants (Article 111(1)). From the international law perspective, the theory of “limited immunity” is another argument against the special status of the State in civil law relations. According to this theory, which is mainly based on the European Convention on State Immunity (1972) and Laws on State Immunities of some countries (i.e. Germany, USA and others), a State cannot invoke immunity against the jurisdiction of a court of another State, where the first State is a party to a commercial transaction with private parties.
2. The amendments to the State’s pre-emptive right violate the property rights of investors. Under Article 26(3) of the Constitution of Kazakhstan:
“No one may be deprived of his property otherwise than in pursuance of the court decision. Forcible alienation of property for the State needs in exceptional cases which are stipulated by law may be carried out under the condition of its equivalent compensation”.
In other words, pre-emption will be possible if there is a court judgment or a law.
In order to fulfil its pre-emptive right, the State will have to pass a law and prove that such pre-emption is an exceptional case, and if so, such pre-emption will be considered as nationalization
(Civil Code, Article 249(4)).
Despite these disputes, the Law amending and implementing the State’s pre-emptive right came into force in December 2004.
Questions Arising
Whilst at first sight everything might seem relatively simple, there are several questions that arise from a legal point of view:
1) the term “an alienated subsoil use right” legally means not only the subsoil use right that is to be sold, but also means the subsoil use right that can be transferred as a share to the charter capital of a legal entity, or even as a gift, which is unlikely in practice. Thus, there are no certain legal provisions, or practice, pursuant to which the State’s pre-emptive right applies to the transfer of the subsoil use right as a share to the charter capital of a legal entity.
2) The fact that the State’s pre-emptive right applies to a sale of a participatory interest (LLP) or shares (JSC) in a subsoil user, as a legal entity, decrease the worth of the pre-emptive rights of participants in or shareholders of legal entities that is still provided by the legislation of Kazakhstan on LLPs and JSCs.
3) The precedent of the State’s pre-emptive right being applicable to the sale of participatory interests or shares in a legal entity, that has an opportunity to take decisions with regard to the subsoil user, or influence decisions applicable to the subsoil user directly and/or indirectly, if such legal entity’s main activities are connected with subsoil use in the Republic of Kazakhstan, has been set by the CNPC takeover of PetroKazakhstan, an entity listed in Toronto, with secondary listings in New York and London.
However, this issue has not yet been totally solved. There is no definition of a legal entity whose main activities are connected with subsoil use in the Republic of Kazakhstan. Neither does the Subsoil Use Law clarify what is a company that has an opportunity to indirectly influence decisions of a subsoil user.
Moreover, it is difficult to imagine the process whereby the State’s pre-emptive right could realistically apply to and be enforced with respect to the sale of, say, 0.003% of shares in a legal entity, which is listed on world stock markets and which has a share in a legal entity that has a share in a subsoil user legal entity in Kazakhstan.
Pre-emptive Rights are a Bad Thing Per Se?
As is well-known, there is a view that any pre-emptive right in any company, and not merely the State’s pre-emptive right in the case of a subsoil user, materially devalues the value of any company and any shares in it. The theory goes that by granting pre-emptive rights in a company to one shareholder and another, and perhaps also to the company itself, this by nature devalues such shares in that they cannot be freely sold on the open market – assuming there is a market. Accordingly, in the case of public companies in many parts of the world, and joint stock companies in Kazakhstan, there are often no pre-emptive rights even for existing shareholders, whether by contract, law or otherwise.
In the case of the State’s pre-emptive right, rather than pre-emptive rights of shareholders arising whether by contract or law, it is further argued that the same has a negative influence on the value of the company itself and its assets, including the subsoil use right itself and any share/interest in any company, whether directly or indirectly holding the same, because it seeks to allow someone who is not actually a shareholder in the company, or party to the relevant contracts, to interfere with their private contractual rights by seeking to exercise such pre-emptive right should any party seek to sell or otherwise transfer their participatory interests or shares. This also creates commercial uncertainty. For example, fewer companies will be interested in buying shares or participatory interests in companies because there is a risk that, in the case of a sale of any share/interest by other participants in the subsoil user-legal entity, the State can be a participant or shareholder, although such company has a pre-emptive right to buy such share. Or, for instance, a share in a subsoil user legal entity, when it could be sold to anybody in accordance with an independent decision taken by a shareholder looked much more attractive than the current share that cannot be sold independently. We can draw an analogy with convertible currencies.
Applicable Procedure
As for the procedures applicable to the State’s pre-emptive right, on 29 July 2005, the Government ordered the creation of an Interdepartmental Commission on matters concerning the acquisition by the State of subsoil use rights and/or interest (shares) in subsoil users, which are alienated. The actual wording of the same is as follows:
The Commission consists of 9 members, including representatives from the MEMR, the Prime-Ministers’ Chancellery, the Ministry of Environmental Protection, the Ministry of Economy and Budget Planning, the Ministry of Industry and Trade, the Ministry of Justice, the Ministry of Finance and KMG.
The Commission will function as an advisory body to the Government and is charged with the responsibility of reviewing applications by subsoil users as to the alienation of subsoil use rights and applications as to alienation of interests (shares) in subsoil users and will forward to the Government its proposals regarding the acquisition by the State of such subsoil use rights and interests (shares) in subsoil users.
Again, we would like to note that application to sell an interest or shares in a legal entity that has an opportunity to take decisions with regard to the subsoil user, or to influence decisions of the subsoil user directly and/or indirectly, if such legal entity’s main activities are connected with subsoil use in the Republic of Kazakhstan is not mentioned in the list of functions and responsibilities of the Commission.
Moreover, neither the Regulation on the Commission nor other subsoil use legislation provide a list of documents that must be submitted to the Commission by an applicant or a deadline (terms) by which such documents must be submitted to be reviewed by the Commission, and the results to be announced.
In our experience, this can be a relatively quick or a long and drawn-out procedure and, of course, it gives the possibility of interference.