America Online 2009 Annual Report Download - page 32
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Table of Contents
• our ability to obtain financing as needed;
• announcements by us or our competitors of significant acquisitions or dispositions;
• changes in accounting standards, policies, guidance, interpretations or principles;
• changes in earnings estimates by securities analysts or our ability to meet those estimates;
• the operating and stock price performance of other comparable companies;
• overall market fluctuations;
• changes in laws and regulations affecting our business; and
• general economic conditions and other external factors.
Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. This has been
particularly true in recent years for Internet services companies. These broad market fluctuations could adversely affect the trading price of our common
stock.
Provisions in our amended and restated certificate of incorporation and by-laws and of Delaware law may prevent or delay an acquisition of our
company, which could decrease the trading price of our common stock.
Our amended and restated certificate of incorporation and by-laws and Delaware law contain provisions that are intended to deter coercive takeover
practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirors to
negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include rules regarding how shareholders may present
proposals or nominate directors for election at shareholder meetings and the right of our board to issue preferred stock without shareholder approval.
Delaware law also imposes some restrictions on mergers and other business combinations between any holder of 15% or more of our outstanding
common stock and us.
We believe these provisions protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate
with our board and by providing our board with more time to assess any acquisition proposal. These provisions are not intended to make our company
immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an
acquisition that our board determines is not in the best interests of our company and our shareholders.
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