Google 2007 Annual Report Download - page 45

• Our stockholders may not act by written consent. As a result, a holder, or holders, controlling a majority of our
capital stock would not be able to take certain actions without holding a stockholders’ meeting.
• Our certificate of incorporation prohibits cumulative voting in the election of directors. This limits the ability of
minority stockholders to elect director candidates.
• Stockholders must provide advance notice to nominate individuals for election to the board of directors or to
propose matters that can be acted upon at a stockholders’ meeting. These provisions may discourage or deter a
potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or
otherwise attempting to obtain control of our company.
• Our board of directors may issue, without stockholder approval, shares of undesignated preferred stock. The
ability to issue undesignated preferred stock makes it possible for our board of directors to issue preferred stock
with voting or other rights or preferences that could impede the success of any attempt to acquire us.
As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a
corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the
holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our
board of directors could rely on Delaware law to prevent or delay an acquisition of us.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We have received no written comments regarding our periodic or current reports from the staff of the Securities and
Exchange Commission that were issued 180 days or more preceding the end of our 2007 fiscal year and that remained
unresolved.
ITEM 2. PROPERTIES
We lease approximately 1.5 million square feet of space in our headquarters in Mountain View, California. We also
lease additional research and development, sales and support offices in the United States in Ann Arbor, Michigan, Atlanta,
Georgia, Austin, Texas, Birmingham, Michigan, Boulder, Colorado, Cambridge, Massachusetts, Chapel Hill, North
Carolina, Chicago, Illinois, Coppell, Texas, Dallas, Texas, Denver, Colorado, Herndon, Virginia, Irvine, California,
Kirkland, Washington, New York, New York, Overland Park, Kansas, Pittsburgh, Pennsylvania, Reston, Virginia, San
Bruno, California, San Francisco, California, Santa Monica, California, Seattle, Washington, Tempe, Arizona and
Washington, D.C.
We own land and buildings primarily near our headquarters in Mountain View, California. We own approximately
1.4 million square feet of buildings and approximately 83 acres of developable land to accommodate anticipated future
growth.
We maintain leased facilities internationally in Argentina, Austria, Australia, Belgium, Brazil, Canada, China, Czech
Republic, Denmark, Egypt, England, Finland, France, Germany, Hungary, India, Ireland, Israel, Italy, Japan, Korea,
Mexico, New Zealand, Norway, Poland, Russia, Singapore, Spain, Sweden, Switzerland, Taiwan, Turkey and United Arab
Emirates.
We also operate and own data centers in the United States, the European Union and Asia pursuant to various lease
agreements and co-location arrangements.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are involved in a variety of claims, suits, investigations and proceedings arising from the
ordinary course of our business, including actions with respect to intellectual property claims, breach of contract claims,
labor and employment claims, tax and other matters. Although claims, suits, investigations and proceedings are inherently
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