Vistaprint 2008 Annual Report Download - page 41

our shareholders may not be able to recover all or a portion of the damages that they are awarded by a
court in the United States.
Bermuda law differs from the laws in effect in the United States and may afford less protection
to shareholders.
Our shareholders may have more difficulty protecting their interests than would shareholders of a
corporation incorporated in a jurisdiction of the United States. As a Bermuda company, we are
governed by the Companies Act 1981 of Bermuda. The Companies Act differs in some material
respects from laws generally applicable to United States corporations and shareholders, including
provisions relating to interested directors, mergers, amalgamations and acquisitions, takeovers,
shareholder lawsuits and indemnification of directors. In addition, our bye-laws provide that in the event
any governmental authority imposes any liability upon us in respect of any shares registered in our
share register, dividends, bonuses or other monies paid to a shareholder or in other circumstances,
including liabilities resulting from the death of the shareholder, failure by the shareholder to pay any
taxes or failure to pay estate duties, the shareholder will fully indemnify us from all liability arising in
connection therewith.
Under Bermuda law, the duties of directors and officers of a company are generally owed to the
company only. Shareholders of Bermuda companies do not generally have rights to take action against
directors or officers of the company, and may only do so in limited circumstances. Directors and
officers may owe duties to a company’s creditors in cases of impending insolvency. Directors and
officers of a Bermuda company must, in exercising their powers and performing their duties, act
honestly and in good faith with a view to the best interests of the company and must exercise the care
and skill that a reasonably prudent person would exercise in comparable circumstances. Directors
have a duty not to put themselves in a position in which their duties to the company and their personal
interests may conflict and also are under a duty to disclose any personal interest in any material
contract or proposed material contract with the company or any of its subsidiaries. If a director or
officer of a Bermuda company is found to have breached his duties to that company, he may be held
personally liable to the company in respect of that breach of duty. A director or officer may be liable
jointly and severally with other directors or officers if it is shown that the director or officer knowingly
engaged in fraud or dishonesty. In cases not involving fraud or dishonesty, the liability of the director or
officer will be determined by the Bermuda courts on the basis of their estimation of the percentage of
responsibility of the director or officer for the matter in question, in light of the nature of the conduct of
the director or officer and the extent of the causal relationship between his conduct and the loss
suffered.
Our bye-laws provide that we will indemnify our directors and officers in their capacity as such in
respect of any loss arising or liability attaching to them by virtue of any rule of law in respect of any
negligence, default, breach of duty or breach of trust of which a director or officer may be guilty in
relation to us other than in respect of his own fraud or dishonesty, which is the maximum extent of
indemnification permitted under the Companies Act. Under our bye-laws, each of our shareholders
agrees to waive any claim or right of action, other than those involving fraud, against us or any of our
officers or directors.
Anti-takeover provisions in our charter documents and under Bermuda law could make an
acquisition of us, which may be beneficial to our shareholders, more difficult and may prevent
attempts by our shareholders to replace or remove our current management.
Provisions in our bye-laws may delay or prevent an acquisition of us or a change in our
management. In addition, by making it more difficult for shareholders to replace members of our board
of directors, these provisions also may frustrate or prevent any attempts by our shareholders to replace
Form 10-K
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