Royal Caribbean Cruise Lines 2009 Annual Report Download - page 36

A. Wilhelmsen AS. and Cruise Associates are not prohibited from engaging in a business that may compete with our business,
subject to certain exceptions. If any person other than A. Wilhelmsen AS. and Cruise Associates acquires ownership of more than
30% of our common stock and our two principal shareholders, in the aggregate, own less of our common stock than such person and
do not collectively have the right to elect, or to designate for election, at least a majority of the board of directors, we may be
obligated to prepay indebtedness outstanding under the majority of our credit facilities, which we may be unable to replace on similar
terms. If this were to occur, it could have an adverse impact on our liquidity and operations.
We are not a United States corporation and our shareholders may be subject to the uncertainties of a foreign legal system in
p
rotecting their interests.
Our corporate affairs are governed by our Restated Articles of Incorporation and By-Laws and by the Business Corporation Act
of Liberia. The provisions of the Business Corporation Act of Liberia resemble provisions of the corporation laws of a number of
states in the United States. However, while most states have a fairly well developed body of case law interpreting their respective
corporate statutes, there are very few judicial cases in Liberia interpreting the Business Corporation Act of Liberia. As such, the rights
and fiduciary responsibilities of directors under Liberian law are not as clearly established as the rights and fiduciary responsibilities
of directors under statutes or judicial precedent in existence in certain United States jurisdictions. For example, the right of
shareholders to bring a derivative action in Liberian courts may be more limited than in United States jurisdictions. There may also be
practical difficulties for shareholders attempting to bring suit in Liberia and Liberian courts may or may not recognize and enforce
foreign judgments. Thus, our public shareholders may have more difficulty in protecting their interests with respect to actions by
management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States
j
urisdiction.
L
itigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and/or
damage our reputation.
Our business is subject to various United States and international laws and regulations that could lead to enforcement actions,
fines, civil or criminal penalties or the assertion of litigation claims and damages. In addition, improper conduct by our employees or
agents could damage our reputation and/or lead to litigation or legal proceedings that could result in civil or criminal penalties,
including substantial monetary fines. In certain circumstances it may not be economical to defend against such matters and/or a legal
strategy may not ultimately result in us prevailing in a matter. Such events could lead to an adverse impact on our financial condition
or results of operations.
None.
Information about our cruise ships, including their size and primary areas of operation, may be found within the Operating
Strategies—Fleet Development and Maintenance section and the Operations—Cruise Ships and Itineraries section in Item 1.
B
usiness. Information regarding our cruise ships under construction, estimated expenditures and financing may be found within the
Future Capital Commitments and Funding Sources sections of Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
Our principal executive office and shoreside operations are located at the Port of Miami, Florida where we lease three office
buildings totaling approximately 359,000 square feet from Miami-Dade County, Florida, under long-term leases with initial terms
expiring in various years on and after 2011. We also lease offices to administer our Royal Caribbean International, Celebrity Cruises’
and Azamara Club Cruises’ operations internationally, including offices in Addlestone, England, Barcelona, Spain, Oslo, Norway and
Frankfurt, Germany for our Europe operations, offices in Singapore and Shanghai for our Asia/Pacific operations and an office in
Sydney for our Australia operations. We lease an office in Madrid, Spain and in Mexico City, Mexico to administer our Pullmantur
operations.
26
Item 1B. Unresolved Staff Comments
Item 2. Pro
p
erties