Equifax 2007 Annual Report Download - page 29

Provisions in our articles of incorporation, bylaws, shareholder
rights plan, other agreements and Georgia law may make it difficult
for a third-party to acquire us, even in situations that may be
viewed as desirable by our shareholders.
Our articles of incorporation, bylaws, shareholder rights plan, other
agreements and the Georgia Business Corporation Code of the
State of Georgia, or Georgia Code, contain provisions that may
delay or prevent an attempt by a third-party to acquire control of
our company. For example, our articles of incorporation:
• Provide for classified terms for the members of our Board
of Directors;
• Authorize our Board of Directors to fill vacant directorships
or to increase the size of the Board;
• Do not authorize our shareholders to remove a director
without cause;
• Do not authorize our shareholders to cumulate voting in
the election of directors; and
• Authorize the issuance of preferred stock with such
rights, powers and privileges as the Board of Directors
deems appropriate.
In addition, our bylaws limit the ability of shareholders to
bring business before a meeting of shareholders and do not allow
our shareholders to act by written consent.
We are a Georgia corporation and have elected to be governed
by the “business combination” and “fair price” provisions of the
Georgia Code, that could be viewed as having the effect of discourag-
ing an attempt to obtain control of us. The business combination
provision generally would prohibit us from engaging in various
business combination transactions with any interested shareholder
for a period of fi ve years after the date of the transaction in which
the person became an interested shareholder unless certain designated
conditions are met.
The fair price provision generally requires that, absent Board
or shareholder approval of an acquisition or merger, an interested
shareholder seeking to engage in a business combination transaction
with us must pay the remaining shareholders the same price for their
shares as was paid by the interested shareholder to acquire benefi cial
ownership of 10% or more of our outstanding voting shares.
We have also implemented a shareholder rights plan, sometimes
referred to as a poison pill, which could make it uneconomical
for a third-party to acquire our company on a hostile basis.
These provisions could also discourage or impede a tender
offer, proxy contest or other similar transaction involving control
of us, even if viewed favorably by shareholders.
Item 1B.
UNRESOLVED STAFF COMMENTS
Not applicable.
Item 2.
PROPERTIES
Our executive offi ces are located at 1550 Peachtree Street, N.W.,
Atlanta, Georgia, in a leased facility. Our other properties are
geographically distributed to meet sales and operating requirements
worldwide. We consider these properties to be both suitable and
adequate to meet our current operating requirements, and most of
the space is being utilized. We ordinarily lease offi ce space for
conducting our business and are obligated under approximately
80 leases and other rental arrangements for our headquarters and
fi eld locations. We owned four offi ce buildings at December 31,
2007, including buildings utilized by our Latin America operations
and located in Sao Paulo, Brazil and Santiago, Chile. Our building
located in Wexford, Republic of Ireland, which was utilized by
our European operations, was sold in January 2007. In July 2007,
we purchased the two buildings which house our Atlanta, Georgia
data center. We also own 23.5 acres adjacent to this data center.
For additional information regarding our obligations under
leases, see Note 5 of the Notes to Consolidated Financial Statements
in this Form 10-K. We believe that suitable additional space will
be available to accommodate our future needs.
Item 3.
LEGAL PROCEEDINGS
Equifax, certain of its subsidiaries, and other persons have been
named as parties in various legal actions and administrative
proceedings arising in connection with the operation of Equifax’s
businesses. In most cases, plaintiffs seek unspecifi ed damages
and other relief. These actions include the following:
Naviant Arbitration and Litigation. We commenced an arbitration
proceeding against the shareholder sellers of Naviant, Inc., which
we acquired in 2002, claiming they breached various representations
and warranties concerning information furnished to us in connection
with the acquisition transaction. We also fi led a lawsuit on August 13,
2004, in the U.S. District Court for the Southern District of Florida,
in a case captioned Equifax Inc. and Naviant Inc. v. Austin Ventures
VII, L.P, et al. Thereafter, we released our claims against one selling
shareholder, Seisint, Inc., as part of a settlement and settled our
claims against certain other former selling shareholders on June 14,
2006, in exchange for a cash payment to us of $15.2 million. On
November 21, 2006, the District Court granted our request to lift
the stay on our lawsuit so we could pursue our claims against the
selling shareholders in that action. All parties voluntarily abandoned
the arbitration proceedings. By joint stipulation, the District Court
entered orders on December 27, 2007 and January 28, 2008,
dismissing, without prejudice, claims and counterclaims of all parties
except such claims asserted between Equifax and defendant Scott
Hirsch (who claims unspecifi ed damages for allegedly aiding a
breach of fi duciary duty by the shareholders’ representative in
connection with the June 2006 settlement). The litigation continues
as to such claims.
EQUIFAX | 2007 ANNUAL REPORT 27