America Online 2010 Annual Report Download - page 33

Table of Contents
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 (the "Board") 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.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our headquarters located in New York City is leased property consisting of approximately 230 thousand square feet. We own a corporate campus in
Dulles, Virginia comprising office buildings, a data center and support facilities of approximately 840 thousand square feet, and undeveloped land adjacent to
the corporate campus of approximately 68 acres. We lease or own office space and data centers located in California and Virginia, totaling approximately
715 thousand square feet. We also lease property consisting of approximately 260 thousand square feet in Bangalore, India for technology development,
operations and administrative support, and a network operations center. In addition to these properties, we lease approximately 60 facilities for use as
corporate offices, sales offices, development centers, data centers and other operations in other locations in California, Colorado, the District of Columbia,
Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, New York, Ohio, Pennsylvania, Tennessee and Virginia and in the countries of Canada, China,
Denmark, France, Germany, India, Ireland, Israel, Japan, Sweden and the United Kingdom. We sublease to third parties approximately 393 thousand square
feet of the properties discussed above.
We believe that our facilities are sufficient to meet our current and projected needs. We also have an ongoing process to review and update our real
estate portfolio to meet changing business needs.
ITEM 3. LEGAL PROCEEDINGS
On September 22, 2006, Salvadore Ramkissoon and two unnamed plaintiffs filed a putative class action against AOL LLC in the U.S. District Court for
the Northern District of California asserting claims under the Electronic Communications Privacy Act, the California Consumer Records Act, the California
Consumer Legal Remedies Act, the California False Advertising Law, and the California Unfair Competition Law, as well as common law claims for unjust
enrichment and public disclosure of private facts. The claims arise out of AOL's public posting of AOL member search queries in late July 2006.
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