ADT 2008 Annual Report Download - page 128

counsel as described above. For example, we would be responsible for a third party’s acquisition of us
at a time and in a manner that would cause such failure. These restrictions may prevent us from
entering into transactions which might be advantageous to our shareholders and noteholders.
Risks Relating to Our Jurisdiction of Incorporation
Bermuda law differs from the laws in effect in the United States and may afford less protection to holders
of our securities.
We are organized under the laws of Bermuda. It may not be possible to enforce court judgments
obtained in the United States against us in Bermuda based on the civil liability provisions of the U.S.
federal or state securities laws. In addition, there is some doubt as to whether the courts of Bermuda
would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers
based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against
us or those persons based on those laws. We have been advised that the United States and Bermuda do
not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in
civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any
U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state
securities laws, would not automatically be enforceable in Bermuda.
As a Bermuda company, Tyco is governed by the Companies Act 1981 of Bermuda, which differs in
some material respects from laws applicable to U.S. companies and shareholders, including, among
others, differences relating to interested director and officer transactions, shareholder lawsuits and
indemnification. Likewise, the duties of directors and officers of a Bermuda company are generally
owed to the company only. Shareholders of Bermuda companies do not generally have a personal right
of action against directors or officers of the company and may only exercise such rights of action on
behalf of the company in limited circumstances. Under Bermuda law, a company may also agree to
indemnify directors and officers for any personal liability, not involving fraud or dishonesty, incurred in
relation to the company.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our operations are conducted in facilities throughout the world aggregating approximately
35 million square feet of floor space, of which approximately 15 million square feet are owned and
approximately 20 million square feet are leased. These facilities house manufacturing, distribution and
warehousing operations, as well as sales and marketing, engineering and administrative offices.
ADT Worldwide operates through a network of offices and service facilities located in North
America, Central America, South America, Europe, the Middle East, the Asia-Pacific region and South
Africa. The group occupies approximately 6 million square feet, of which 1 million square feet are
owned and 5 million square feet are leased.
Flow Control has manufacturing facilities, warehouses and distribution centers throughout North
America, South America, Europe and the Asia-Pacific region. The group occupies approximately
10 million square feet, of which 6 million square feet are owned and 4 million square feet are leased.
Fire Protection Services operates through a network of offices located in North America, Central
America, South America, Europe and the Asia-Pacific region. The group occupies approximately
5 million square feet, of which 1 million square feet are owned and 4 million square feet are leased.
Electrical and Metal Products has manufacturing facilities, warehouses and distribution centers
throughout North America, South America, Europe and the Asia-Pacific region. The group occupies
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