TiVo 2013 Annual Report Download - page 34

Table of Contents
money received by us for the sale of gift subscriptions or related to our past rebate offers could be subject to state and federal escheat, or
unclaimed property, laws in the future. If this were the case, our business could be adversely impacted.



As our business grows and expands, we have started to do business in an increasing number of states nationally. By engaging in
business activities in these states, we become subject to their various laws and regulations, including requirements to collect sales tax from
our sales within those states and the payment of income taxes on revenue generated from activities in those states. The laws and
regulations governing the collection of sales tax and payment of income taxes are numerous, complex, and vary among states. If we fail to
comply with these laws and regulations requiring the collection of sales tax and payment of income taxes in one or more states where we do
business, we could be subject to significant costs, expenses, penalties, and fees in which case our business would be harmed.


We are subject to the FCPA, which generally prohibits companies and their intermediaries from making improper payments to foreign
officials for the purpose of obtaining or keeping business. The FCPA also requires companies to maintain adequate record-keeping and
internal accounting practices to accurately reflect the transactions of the company. Under the FCPA, U.S. companies may be held liable for
actions taken by their strategic or local partners or representatives. The FCPA and similar laws in other countries can impose civil and
criminal penalties for violations.
If we do not properly implement practices and controls with respect to compliance with the FCPA and similar laws, or if we fail to enforce
those practices and controls properly, we may be subject to regulatory sanctions, including administrative costs related to governmental and
internal investigations, civil and criminal penalties, injunctions and restrictions on our business activities, all of which could harm our
reputation, business and financial condition.


In the future, we could become the subject of an unsolicited attempted takeover of our Company. Although an unsolicited takeover could be
in the best interests of our stockholders, certain provisions of Delaware law and our organizational documents could be impediments to such
a takeover. We are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, the
statute prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of
three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is
approved in a prescribed manner. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws also require
that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of the
stockholders and may not be effected by a consent in writing. In addition, special meetings of our stockholders may be called only by a
majority of the total number of authorized directors, the chairman of the board, our chief executive officer or the holders of 50% or more of our
common stock. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws also provide that directors may be
removed only for cause by a vote of a majority of the stockholders and that vacancies on the Board of Directors created either by resignation,
death, disqualification, removal or by an increase in the size of the Board of Directors may be filled by a majority of the directors in office,
although less than a quorum. Our Amended and Restated Certificate of Incorporation also provides for a classified Board of Directors and
specifies that the authorized number of directors may be changed only by resolution of the Board of Directors. These provisions of Delaware
law, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws could make it more difficult for us to be
acquired by another company, even if our acquisition is in the best interests of our stockholders. Any delay or prevention of a change of
control or change in management could cause the market price of our common stock to decline.

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