eBay 2012 Annual Report Download - page 53
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license in the future, certain of our proprietary rights, such as trademarks or copyrighted material, to others. These licensees may take actions
that diminish the value of our proprietary rights or harm our reputation.
We are subject to the risks of owning real property.
We own real property, including land and buildings related to our operations. We have little experience in managing real property.
Ownership of this property subjects us to a number of additional risks, including:
Some anti-takeover provisions may affect the price of our common stock.
Our Board of Directors has the authority to issue up to 10,000,000 shares of preferred stock and to determine the preferences, rights and
privileges of those shares without any further vote or action by the stockholders. The rights of the holders of common stock may be harmed by
rights granted to the holders of any preferred stock that may be issued in the future. Some provisions of our certificate of incorporation and
bylaws could have the effect of making it more difficult for a potential acquirer to acquire a majority of our outstanding voting stock or take
control of our board of directors. These include provisions that provide for a classified board of directors through our annual meeting of
stockholders in 2015, prohibit stockholders from taking action by written consent and restrict the ability of stockholders to call special meetings.
We are also subject to provisions of Delaware law that prohibit us from engaging in any business combination with any interested stockholder
(as defined by Delaware law) for a period of three years from the date the person became an interested stockholder, unless certain conditions are
met. This restriction could have the effect of delaying or preventing a change of control.
51
•
the possibility of environmental contamination and the costs associated with fixing any environmental problems;
•
disruptions to our operations resulting from possible natural disasters, interruptions in utilities and similar events;
• adverse changes in the value of these properties due to interest rate changes, changes in the commercial property markets, or other
factors;
•
the possible need for structural improvements in order to comply with zoning, seismic, disability law, or other requirements; and
•
possible disputes with tenants, neighboring owners, or others.