This excerpt taken from the MRVL 10-K filed Apr 13, 2006.
Our By-laws contain provisions that could delay or prevent a change in corporate control, even if the change in corporate control would benefit our shareholders.
Our By-laws contain change in corporate control provisions, which include:
· authorizing the issuance of preferred stock without shareholder approval;
· providing for a classified board of directors with staggered, three-year terms; and
· requiring a vote of two-thirds of the outstanding shares to approve any change of corporate control.
These changes in corporate control provisions could make it more difficult for a third-party to acquire us, even if doing so would be a benefit to our shareholders.