Yahoo 2007 Annual Report Download - page 32

difficult for a third-party to acquire us (or a significant percentage of our outstanding capital stock) without first
negotiating with our Board of Directors regarding that acquisition.
In addition, our Board of Directors has the authority to issue up to 10 million shares of Preferred Stock (of which
2 million shares have been designated as Series A Junior Participating Preferred Stock) and to determine the price,
rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or
action by the stockholders.
The rights of the holders of our common stock may be subject to, and may be adversely affected by, the rights of the
holders of any Preferred Stock that may be issued in the future. The issuance of Preferred Stock may have the effect
of delaying, deterring or preventing a change of control of Yahoo! without further action by the stockholders and
may adversely affect the voting and other rights of the holders of our common stock. Further, certain provisions of
our charter documents, including provisions eliminating the ability of stockholders to take action by written consent
and limiting the ability of stockholders to raise matters at a meeting of stockholders without giving advance notice,
may have the effect of delaying or preventing changes in control or management of Yahoo!, which could have an
adverse effect on the market price of our stock. In addition, our charter documents do not permit cumulative voting,
which may make it more difficult for a third-party to gain control of our Board of Directors. Further, we are subject
to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which will prohibit us
from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date
of the transaction in which the person became an interested stockholder, even if such combination is favored by a
majority of stockholders, unless the business combination is approved in a prescribed manner. The application of
Section 203 also could have the effect of delaying or preventing a change of control or management.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our headquarters is located in Sunnyvale, California and consists of owned and leased space aggregating
approximately 1.8 million square feet. In 2006, we purchased additional land in Santa Clara, California, and
we are currently reviewing options for its future use. Office space is also leased in Amsterdam, Auckland,
Bangalore, Barcelona, Buenos Aires, Calgary, Copenhagen, Dublin, Dusseldorf, Echirolles, Hamburg, Hanoi, Ho
Chi Minh City, Hong Kong, Geneva, London, Oslo, Madrid, Melbourne, Mexico City, Milan, Montreal, Mumbai,
Munich, New Delhi, Paris, Sa
˜o Paulo, Seoul, Singapore, Stockholm, Sydney, Taipei, Tokyo, Toronto and Trond-
heim. We also lease offices in various locations in the United States, including Atlanta, Berkeley, Boston,
Champaign, Chicago, Dallas, Detroit, Hillsboro, the Los Angeles Area, Miami, New York, Orlando, the San Diego
Area, the San Francisco Bay Area, the Seattle Area, Brentwood and Franklin, Tennessee, and Washington, D.C.
Our data centers are operated in locations in the United States, Europe, and Asia.
We believe that our existing facilities are adequate to meet current requirements, and that suitable additional or
substitute space will be available as needed to accommodate any further physical expansion of operations and for
any additional sales offices.
Item 3. Legal Proceedings
From time to time, third parties assert patent infringement claims against Yahoo!. Currently, we are engaged in
several lawsuits regarding patent issues and have been notified of a number of other potential patent disputes. In
addition, from time to time we are subject to other legal proceedings and claims in the ordinary course of business,
including claims of alleged infringement of trademarks, copyrights, trade secrets and other intellectual property
rights, claims related to employment matters, and a variety of other claims, including claims alleging defamation,
invasion of privacy, or similar claims arising in connection with our e-mail, message boards, auction sites, shopping
services and other communications and community features.
On May 24, 2001, Arista Records, Inc., Bad Boy Records, BMG Music d/b/a The RCA Records Label, Capitol
Records, Inc., Virgin Records America, Inc., Sony Music Entertainment, Inc., UMG Recordings, Inc., Interscope
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