Dish Network 2008 Annual Report Download - page 39

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29
would have to dedicate more of our finite satellite capacity to each broadcast station, which may force us to reduce
the number of local markets served and limit our ability to meet competitive needs. We cannot predict the outcome
or timing of that proceeding.
It may be difficult for a third party to acquire us, even if doing so may be beneficial to our shareholders,
because of our capital structure.
Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a change in
control of our company that a shareholder may consider favorable. These provisions include the following:
x a capital structure with multiple classes of common stock: a Class A that entitles the holders to one vote
per share, a Class B that entitles the holders to ten votes per share, a Class C that entitles the holders to one
vote per share, except upon a change in control of our company in which case the holders of Class C are
entitled to ten votes per share;
x a provision that authorizes the issuance of “blank check” preferred stock, which could be issued by our
board of directors to increase the number of outstanding shares and thwart a takeover attempt;
x a provision limiting who may call special meetings of shareholders; and
x a provision establishing advance notice requirements for nominations of candidates for election to our
board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.
In addition, pursuant to our certificate of incorporation we have a significant amount of authorized and unissued
stock which would allow our board of directors to issue shares to persons friendly to current management, thereby
protecting the continuity of its management, or which could be used to dilute the stock ownership of persons
seeking to obtain control of us.
We cannot assure you that there will not be deficiencies leading to material weaknesses in our internal control
over financial reporting.
We periodically evaluate and test our internal control over financial reporting in order to satisfy the requirements of
Section 404 of the Sarbanes-Oxley Act. Although our management has concluded that our internal control over
financial reporting was effective as of December 31, 2008, if in the future we are unable to report that our internal
control over financial reporting is effective (or if our auditors do not agree with our assessment of the effectiveness
of, or are unable to express an opinion on, our internal control over financial reporting), investors, customers and
business partners could lose confidence in the accuracy of our financial reports, which could in turn have a material
adverse effect on our business, investor confidence in our financial results may weaken, and our stock price may
suffer.
We may face other risks described from time to time in periodic and current reports we file with the SEC.
Item 1B. UNRESOLVED STAFF COMMENTS
None.