Facebook 2014 Annual Report Download - page 29

Delaware law and provisions in our restated certificate of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult,
thereby depressing the trading price of our Class A common stock.
Our status as a Delaware corporation and the anti-
takeover provisions of the Delaware General Corporation Law may discourage, delay, or
prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the
person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated
certificate of incorporation and bylaws contain provisions that may make the acquisition of our company more difficult, including the following:
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•
until the first date on which the outstanding shares of our Class B common stock represent less than 35% of the combined voting power of
our common stock, any transaction that would result in a change in control of our company requires the approval of a majority of our
outstanding Class B common stock voting as a separate class;
•
we have a dual class common stock structure, which provides Mr. Zuckerberg with the ability to control the outcome of matters requiring
stockholder approval, even if he owns significantly less than a majority of the shares of our outstanding Class A and Class B common
stock;
•
when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock,
certain amendments to our restated certificate of incorporation or bylaws will require the approval of two-
thirds of the combined vote of
our then-outstanding shares of Class A and Class B common stock;
•
when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common
stock, vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;
•
when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common
stock, our board of directors will be classified into three classes of directors with staggered three-
year terms and directors will only be able
to be removed from office for cause;
•
when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common
stock, our stockholders will only be able to take action at a meeting of stockholders and not by written consent;
•
only our chairman, our chief executive officer, our president, or a majority of our board of directors are authorized to call a special meeting
of stockholders;
•
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual
meeting of stockholders;
•
our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of
which may be issued, without stockholder approval; and
•
certain litigation against us can only be brought in Delaware.