America Online 2014 Annual Report Download - page 43

• the prohibition of stockholder action by written consent;
• advance notice requirements for director nominations and stockholder proposals;
• the ability of the board of directors to increase or decrease the number of directors without stockholder
approval;
• the requirement that only stockholders holding not less than 40% of the voting power of our common
stock may call special meetings of stockholders; and
• the ability of the board of directors to make, amend or repeal our bylaws.
We also have a stockholder rights plan that could discourage, delay or prevent a third party from acquiring
us without the approval of our board of directors. Our stockholder rights plan has been filed with and is publicly
available at or from the SEC.
These provisions could also delay or prevent a change in control of the Company, discourage proxy contests
and make it more difficult for stockholders to elect directors of their choosing or to cause us to take other
corporate actions they desire, any of which could depress the market price of our common stock.
We may need to raise additional capital, and we cannot be sure that additional financing will be available.
We have funded our ongoing working capital, capital expenditure and financing requirements through cash
flows from operations, asset dispositions, borrowings under the Credit Facility Agreement and proceeds from the
issuance of the Notes; however, we may require additional financing in the future. Our ability to obtain future
financing will depend on, among other things, our financial condition and results of operations as well as the
condition of the capital markets or other credit markets at the time we seek financing. Our ability to fund our
working capital, capital expenditure and financing requirements in the future may be adversely affected if we are
unable to obtain financing on acceptable terms. If we are unable to enter into the necessary financing
arrangements or sufficient funds are not available on acceptable terms when required, we may not have sufficient
liquidity and our business may be adversely affected.
Acquisitions of other businesses could adversely affect our operations and result in unanticipated liabilities.
Since January 1, 2014, we acquired companies such as Gravity, Convertro and Vidible and we may make
additional acquisitions and strategic investments in the future. The completion of acquisitions and strategic
investments as well as the integration of acquired companies or assets involve a substantial commitment of
resources and we may fail to realize the anticipated benefits of such transactions and incur unanticipated
liabilities that could harm our business. In addition, past or future transactions may be accompanied by a number
of risks, including:
• the uncertainty of our returns on investment due to the new and developing industries in which some of
the acquired companies operate;
• the adverse effect of known potential liabilities or unknown liabilities, such as claims of patent or other
intellectual property infringement, associated with the companies acquired or in which we invest;
• the difficulty of integrating technology, administrative systems, personnel and operations of acquired
companies into our services, systems and operations and unanticipated expenses related to such
integration;
• the potential loss or disengagement of key talent at acquired companies;
• the potential disruption of our ongoing business and distraction of our management;
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