Aviva 2013 Annual Report Download - page 312

Aviva plc
Annual report and accounts 2013
310
Shareholder information continued
As a ‘foreign private issuer’ in the US we are exempt from
certain rules under the US securities laws and are permitted
to file less information with the SEC than US companies.
As a ‘foreign private issuer’ we are exempt from certain rules
under the US Securities Exchange Act of 1934, as amended (the
‘Exchange Act’), that impose certain disclosure obligations and
procedural requirements for proxy solicitations under Section 14
of the Exchange Act. In addition, our officers, directors and
principal shareholders are exempt from the reporting and ‘short-
swing’ profit recovery provisions of Section 16 of the Exchange
Act and the rules under the Exchange Act with respect to their
purchases and sales of our ordinary shares and ADRs. Moreover,
we are not required to file periodic reports and financial
statements with the SEC as frequently or as promptly as US
companies whose securities are registered under the Exchange
Act. In addition, we are not required to comply with Regulation
FD, which restricts the selective disclosure of material
information. Although we must comply with UK Listing Rules on
insider reporting of share ownership and on protection of inside
information, there may be less publicly available information
concerning us than there is for US public companies.
Aviva plc is an English company and it may be difficult to
enforce judgments against us or our directors and
executive officers.
Aviva plc is incorporated under the laws of England and Wales
and our business is based in the UK. In addition, certain of our
directors and officers reside outside the US, and a substantial
portion of our assets and the assets of such persons are located
in jurisdictions outside the US. As such, it may be difficult or
impossible to effect service of process within the US upon us or
those persons or to recover against us or them on judgments of
US courts, including judgments predicated upon civil liability
provisions of the US federal securities laws.
Shareholder rights under English law differ from the US.
Individual shareholders of an English company (including US
persons) have the right under English law to bring lawsuit on
behalf of the company in which they are a shareholder, and
on their own behalf against the company, in certain limited
circumstances. English law does not permit class action lawsuit
by shareholders, except in limited circumstances.